UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July
31, 2012



Commission
File Number: 000-54816



BOLD ENERGY INC.



|                                                               |                           
|-------------------------------------------------------------- | --------------------------
|Nevada                                                         | 26-2940624                
|(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.)



112 North Curry Street

Carson City, Nevada 89703



(775) 333-1198



Securities registered under Section 12(b)
of the Exchange Act: None



Securities registered under Section 12(g)
of the Exchange Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoþ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNoþ



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesþNoo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.þ



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definition of“large
accelerated filer and“accelerated
filer”and“smaller
reporting company”in Rule 12b-2 of the Exchange Act. (Check one):



Large
accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) YesoNoþ



Aggregate market value of the voting and non-voting stock
of the registrant held by non-affiliates of the registrant as of the last business day of the registrant’s most recently
completed second fiscal quarter: $0.00.

As
of October 18, 2012, there were 57,053,138 shares of the registrant’s
Common Stock issued and outstanding.











BOLD ENERGY INC.



Table of Contents



|                                                                                                                       |   
|---------------------------------------------------------------------------------------------------------------------- | --
|PART II                                                                                                                |   
|                                                                                                                       |   
|                                                                                                                       |   
|Item 1. Description of Business                                                                                        | 3 
|Item 1A. Risk Factors                                                                                                  | 4 
|Item 2. Description of Property                                                                                        | 5 
|Item 3. Legal Proceedings                                                                                              | 5 
|Item 4. Submission of Matters to a Vote of Security Holders                                                            | 5 
|                                                                                                                       |   
|                                                                                                                       |   
|PART II                                                                                                                |   
|                                                                                                                       |   
|                                                                                                                       |   
|Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities | 5 
|Item 6. Selected Financial Data                                                                                        | 6 
|Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation                           | 7 
|Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                                    | 8 
|Item 8. Financial Statements and Supplementary Data                                                                    | 9 
|Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                           | 10
|Item 9A. Controls and Procedures                                                                                       | 10
|Item 9B. Other Information                                                                                             | 10
|                                                                                                                       |   
|                                                                                                                       |   
|PART III                                                                                                               |   
|                                                                                                                       |   
|                                                                                                                       |   
|Item 10. Directors, Executive Officers and Corporate Governance                                                        | 11
|Item 11. Executive Compensation                                                                                        | 12
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                | 13
|Item 13. Certain Relationships, Related Transactions and Director Independence                                         | 14
|Item 14. Principal Accountant Fees and Services                                                                        | 14
|Item 15. Exhibits and Financial Statement Schedules                                                                    | 14
|Signatures                                                                                                             | 15







PART I



ITEM 1.	DESCRIPTION OF BUSINESS



Bold
Energy Inc. (“Bold Energy”, “we”, the “Company”) was incorporated in the State of Nevada
as a for-profit company on June 27, 2008 and established a fiscal year end of July 31. We are a development stage company
that intends to develop a wide range loyalty program based on “Global Club points” awarded for all purchases made
in associated establishments. These points will be exchangeable for products, trips or discounts. We intend to partner with
various retailers, so that the cardholders will be able to collect points on
their everyday expenses, such as in grocery shops, gas stations, restaurants, electronic stores, travel agencies,
etc.



Our strategy is to recruit a large number of retail outlets
as participating Global Club partners. We plan to do this by having our sales representatives negotiate membership deals with many
large retail outlets and chains across North America. We also plan to advertise Global Club to retail outlets in various trade
magazines as part of our sales campaign. Our planned website will also play a central role in recruiting customers.



General Overview



Global Club is a new concept of a traditional loyalty program.
The concept is simple: on every purchase it will be awarded points to be printed on a card. These points can be exchanged for products,
such as video-games, gift cards, trips, etc., according to the number of points on the card: more points, better prize. We intend
to have a wide variety of partners so that the cardholders will be able to collect points on their everyday expenses from a broad
selection of retailers, such as grocery shops, gas stations, restaurants, electronic stores, travel agencies, etc.



We intend to begin initial operations by purchasing a limited
number of samples of the RW Terminal and PET cards in order to develop and test our system. Once we obtain these samples, we plan
to hire hi-tech consultants to develop the software to run the systems. Once our system is operational, we expect to start our
marketing efforts. We will then develop our website, www.globalclubloyalty.com, and contact possible partners.





PET Card



An important part of the program will be a recyclable PET
card that is similar in size to a debit/credit PVC card, but thinner (0.22mm). The card will be color printed by applying special
UV (ultra-violet) inks in thin (less than 0.04 mm) coats with our logo and a serial number on the face and product information
on the obverse side. The obverse side of the card will also contain a magnetic layer upon which the information (data) about the
customer, including his accumulated points will be recorded by a specialized device, called the “Readwriter Terminal.”
The points will be printed thermally in a way that the magnetic reader head of the terminal will read the information recorded
on it. In addition, we could also use face side of card for advertising and product promotions.



The estimated cost price is US$0.80 per unit.



Read Writer Terminal – RWT



We intend to import this equipment from a specialized company
from Japan. We expect that this company will be able to manufacture this equipment according to our design specifications. We expect
to install terminals in each venue that is a part of the Global Club. The terminal is the technology that we expect to use as a
means to recognize each card and print the points on it after each of the cardholder’s transactions.



At the present time, we have not made any arrangements to
raise additional cash. We will need additional cash, but if we are unable to raise the necessary level of funding, we will either
have to suspend marketing operations until we do raise the cash necessary to continue our business plan or we will have to cease
operations entirely.



If we are unable to complete any phase of our business plan
or marketing efforts because we do not have enough funding, we will cease our development and/or marketing activities until we
raise enough funds to continue. If we fail in any phase of our business plan, it would become more difficult to raise capital because
such failures discourage additional investment. As a consequence, if we cannot secure additional funding, we will have to cease
operations and our current investors may lose their entire investment.



Plan of Operation



We plan to begin initial operations by purchasing a limited
number of samples of the RW Terminal from a Japanese company that specializes in the manufacture of this product. We also plan
to obtain a limited number of PET cards as well. Once we are able to secure samples of the RW Terminal and the PET cards, we expect
to be able to begin developing and testing our system. We expect to complete this stage after we are able to raise enough capital
to implement our plan of operations.



After acquiring the RW Terminals and PET cards, we plan to
hire hi-tech consultants to develop the software to run the systems. We intend to use the terminals and cards acquired prior to
this stage to test the system and make any necessary adjustments to the software so that it runs to our specifications.



Once our system is operational, we expect to begin our marketing
efforts. We will develop our website, www.globalclubloyalty.com, and contact malls, grocery stores, gas stations and other retailers
to be our partners. We intend to be fully operational once we are able to raise enough capital to implement our plan of operations.



We plan on charging a monthly rental fee that will include
the maintenance of the equipment. The Company also plans to generate revenue by charging approximately US$0.01 for each issued
point and by selling advertisement space on the cards. The consumer will not pay bear any additional costs for the points because
these costs will be already included in the final price of the product. In addition, we may also sell specially designed PET cards
as collector’s items.





Management does not plan to hire additional employees at
this time. Our President will be responsible for the initial product sourcing. Initially, weintend to hire sales representatives
on a commission-only basis to in order to minimize administrative and labor costs overhead . We plan to use third party web designers
to build and maintain our website.



We do not expect to be purchasing or selling plant or any
significant equipment during the next twelve months.



Research and Development



We have not spent any money on research and development activities
during the year ended July 31, 2012. We anticipate that we will not incur any expenses on research and development over the next
12 months. Our planned expenditures on our operations or business combination are summarized under the section of this annual report
entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations.”



Recent Developments



The Company has evaluated its developments over the fiscal
year and has determined that there are no events to disclose because we have not had any significant business developments since
the date of our last annual report.



Employees and Employment Agreements



At present, we do not have any employees other than our officer
and director, Eden Clark and our Secretary, Patrick De Blois. Ms. Clark currently devotes approximately 10 to15 hours a week to
our business. Mr. DeBlois currently devotes approximately 5 hours a week to our business. We presently do not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There
are presently no personal benefits available to any officers, directors or employees.





Item 1A. Risk Factors



Not applicable to smaller reporting companies.



Item 2. Description of Property



We do not own any real estate or other properties. The Company’s
office is located at 112 North Curry Street, Carson City, Nevada, 89703.



Item 3. Legal Proceedings



We are currently unaware of any legal matters pending or
threatened against us.



Item 4. Submission of Matters to a Vote of Security Holders



None.





Item 5. Market for Common Equity, Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities



Market Information



There is a limited public market for our common shares. Our
common shares are quoted on the OTC Bulletin Board under the symbol “BOLD.OB”. Trading in stocks quoted on the OTC
Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated
to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common
stock.



OTC Bulletin Board securities are not listed or traded on
the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted
through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies
that do not meet the financial and other listing requirements of a regional or national stock exchange.



The following table sets forth the high and low closing prices
quoted on the Over the Counter Bulletin Board for the last two fiscal years, without retail mark-up, mark-down or commission and
may not be reflective of actual transactions:



|Fiscal Year Ending July 31, 2012
|--------------------------------
|Quarter Ended                   
|July 31, 2012                   
|April 30, 2012                  
|January 31, 2012                
|October 31, 2011                



|Fiscal Year Ending July 31, 2011
|--------------------------------
|Quarter Ended                   
|July 31, 2011                   
|April 30, 2011                  
|January 31, 2011                
|October 31, 2010                





Number of Holders



As of October 18, 2012, 57,053,138 issued and outstanding
shares of common stock were held by a total of 171 shareholders of record.



Dividends



No cash dividends were paid on our shares of common stock
during the fiscal years ended July 31, 2012 and 2011. We have not paid any cash dividends since our inception and do not foresee
declaring any cash dividends on our common stock in the foreseeable future. We issued a share dividend of 149 shares for every
share owned as of March 23, 2010



Recent Sales of Unregistered Securities



None.



Purchase of our Equity Securities by Officers and Directors



None.



Other Stockholder Matters



None.



Item 6. Selected Financial Data



Not applicable to smaller reporting companies.



Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations



The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this
report.



This report contains forward looking statements relating
to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue
mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known
to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”,
“could”, “should" and similar expressions and variations thereof are intended to identify forward-looking
statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.



Our auditor’s report on our July 31, 2012 financial
statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer
and director may be unwilling or unable to loan or advance the Company additional capital, we believe that if we do not raise additional
capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “July
31, 2012 Audited Financial Statements – Report of Independent Registered Public Accounting Firm.”



Management believes that the amount of cash on hand and in
the bank on behalf of Bold Energy will not satisfy our cash requirements for the next twelve months or until such time that additional
proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development
of our course guides and marketing campaign and to offset legal and accounting fees - by obtaining additional equity financing.
This will likely be in the form of private placements of common stock.



Management believes that if subsequent private placements
are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity
financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.



If Bold Energy is unsuccessful in raising additional funding
through a private placement offering, it will then have to seek additional funds through debt financing, which would be highly
difficult for a new development stage company to secure. Therefore, the Company is highly dependent upon the success of the anticipated
private placement offering and failure thereof would result in Bold Energy having to seek capital from other sources, such as debt
financing, which may not even be available to the company. However, if we were able to obtain such financing, we would likely have
to pay additional costs associated with high risk loans and be subject to an above market interest rate because we are a development
stage company with no operations to date. At such time these funds are required, management would evaluate the terms of such debt
financing and determine whether the business could sustain operations and growth as well as manage its debt. If Bold Energy cannot
raise additional proceeds via a private placement of its common stock or secure debt financing, it would be required to cease business
operations. As a result, investors in Bold Energy common stock would lose all of their investment.



The development and marketing of our products will start
over the next 12 months. Bold Energy does not anticipate obtaining any additional products or services.



Results of Operations



We did not generate any revenues for the fiscal year ended
July 31, 2012 nor did we generate any revenues for the fiscal year ended July 31, 2011. We incurred operating expenses of $3,941,359
and $47,486, respectively, for the fiscal years ended July 31, 2012 and July 31, 2011.



Our comprehensive net loss for the fiscal year ended July
31, 2012 was $3,941,613 compared to $7,771,913 for the fiscal year ended July 31, 2011. Since the date of inception, we have incurred
a comprehensive net loss of $11,767,719. We do not currently have sufficient capital to fund our estimated expenditures for the
fiscal year and we intend to fund the expenditures through equity and/or debt financing. There can be no assurance that financing
will be available to the Company on acceptable terms, if at all.



Liquidity and Capital Resources



At July 31, 2012, we had $293 in cash in the bank.



Our accounts payable at July 31, 2012 was $11,518 and loan
payable at July 31, 2012 was $72,037.



Our stockholders' deficit was (82,181) at July 31, 2012,
as compared to ($40,568) at July 31, 2011.



In the next 12 months, we do not intend to expend any substantial
funds on research and development and do not intend to purchase any major equipment.



We do not anticipate any material commitments for capital
expenditures in the near term. While we continue to work towards 100% capacity, we feel that current cash on hand is insufficient
to satisfy our cash requirements. If we are unable to continue to develop and implement a profitable business plan, we will be
required to seek additional avenues to obtain the funds necessary to sustain operations, including equity and/or debt financing.
There can be no assurance that financing will be available to the Company on acceptable terms, if at all.



Given that we have not achieved significant profitable operations
to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operational
and development risks, competition from well-funded competitors and our ability to manage growth. We are not able to offer any
assurances that we will be able to generate cash flow sufficient to achieve profitable operations or that our expenses will not
exceed our projections. If our expenses exceed estimates, we will require additional funds during the next twelve months.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.



Critical Accounting Policies



Management's discussion and analysis of our financial condition
and results of operations are based on the financial statements, which are prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of such financial statements requires Management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent
assets and liabilities. On an ongoing basis, Management will evaluate its estimates and will base its estimates on historical experience,
as well as on various other assumptions in light of the circumstances surrounding the estimate. The results of this evaluation
will form the basis of our judgments about the carrying values of our assets and liabilities, which are not readily apparent from
other sources. It should be noted, however, that actual results could materially differ from the amount derived from Management's
estimates under different assumptions or conditions.



Loss per share is computed using the weighted average number
of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and
potentially dilutive common stock outstanding during the period reported. Our Management does not believe that any recently issued,
but not yet effective accounting standards if currently adopted, would have a material effect on our current financial statements.



Because we are a small, development stage company with only
one director, we have not yet appointed an audit committee or any other committee of our Board of Directors.



ITEM 7A. Quantitative and Qualitative Disclosures about
Market Risk

Not applicable to smaller reporting companies.









ITEM 8. Financial Statements





Description: F:\US\Forms and Logos\New logo 4.12\DG_logo_wtagFNL.tif







REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Bold Energy Inc.



We have audited the accompanying
balance sheets of Bold Energy Inc.(A Development Stage Company) (the “Company”) as of July 31, 2012 and 2011 and the
related statements of operations, stockholders’ deficit and cash flows for each of the years then ended and for the period
from inception (June 27, 2008) through July 31, 2012. Bold Energy Inc’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Bold Energy Inc. (A Development
Stage Company) as of July 31, 2012 and 2011 and the results of its operations and its cash flows for each of the years then ended
and for the period from inception (June 27, 2008) through July 31, 2012 in conformity with accounting principles generally accepted
in the United States of America.



The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the
Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ De Joya Griffith, LLC

Henderson, Nevada

November 12, 2012









BOLD ENERGY INC.

(fka: Global Club, Inc.)

(A Development Stage Company)

Audited



July 31, 2012 and 2011







|                                           |      
|------------------------------------------ | -----
|                                          
|                                           | Index
|                                           |      
|Balance Sheets                             | F-1  
|Statements Of Operations                   | F-2  
|Statement Of Stockholders' Equity(Deficit) | F-3  
|Statements Of Cash Flow                    | F-4  
|Notes To Financial Statements              | F-5  















|Bold Energy, Inc.                                                                             
|----------------------------------------------------------------------------------------------
|(fka: Global Club, Inc.)                                                                      
|(A Development Stage Company)                                                                 
|BALANCE SHEETS                                                                                
|Audited                                                                                       
|                                                                                              
|                                                                                              
|                                                                                              
|ASSETS                                                                                        
|                                                                                              
|CURRENT ASSETS                                                                                
|Cash                                                                                          
|                                                                                              
|TOTAL CURRENT ASSETS                                                                          
|                                                                                              
|OTHER ASSETS                                                                                  
|Web design, net                                                                               
|TOTAL OTHER ASSETS                                                                            
|TOTAL ASSETS                                                                                  
|                                                                                              
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                
|                                                                                              
|CURRENT LIABILITIES                                                                           
|Accounts payable and accrued liabilities                                                      
|Loans                                                                                         
|Due to related party                                                                          
|TOTAL CURRENT LIABILITIES                                                                     
|                                                                                              
|LONG TERM LIABILITIES                                                                         
|Loans                                                                                         
|TOTAL LIABILITIES                                                                             
|                                                                                              
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                
|Common Stock, $0.001 par value                                                                
|Authorized                                                                                    
|75,000,000 shares of common stock, $0.001 par value,                                          
|Issued and outstanding                                                                        
|57,053,138 shares of common stock (27,053,138 at July 31, 2011)                               
|Additional Paid in Capital                                                                    
|Deficit accumulated during the development stage                                              
|TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)                                                          
|TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)                                          
|The accompanying notes are an integral
        part of these financial statements.
        F-1









|Bold Energy, Inc.                                   
|----------------------------------------------------
|(fka: Global Club, Inc.)                            
|(A Development Stage Company)                       
|                                                    
|STATEMENTS OF OPERATIONS                            
|Audited                                             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|REVENUE                                             
|                                                    
|Revenues                                            
|Total revenues                                      
|                                                    
|EXPENSES                                            
|                                                    
|Office and general                                  
|Director and consulting fee                         
|Professional Fees                                   
|Total expenses                                      
|                                                    
|Other income (expense)                              
|Interest expense & financing cost                   
|Gain on debt forgiveness                            
|Total other income (expense)                        
|                                                    
|NET LOSS                                            
|                                                    
|BASIC LOSS PER COMMON SHARE                         
|$                                                   
|                                                    
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|                                                    
|                                                    
|                                                    

The accompanying notes are an integral
part of these financial statements



F-2







|Bold Energy, Inc.
        (fka: Global Club,
        Inc.)
|----------------------------------------------------------
|(A Development Stage Company)                             
|STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)                
|From inception (June 27, 2008) to July 31, 2012           
|Audited                                                   
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|Inception (June 27, 2008)                                 
|Common stock issued for cash at $0.001                    
|per share on July  22, 2008                               
|                                                          
|Net loss                                                  
|                                                          
|Balance, July 31, 2008                                    
|Common stock issued for cash at $0.04                     
|per share on April 23,2009                                
|                                                          
|Net loss                                                  
|                                                          
|Balance, July 31, 2009                                    
|Forgiveness of debt from former                           
|director (officer)                                        
|                                                          
|Common stock issued for cash at $0.001                    
|per share on April 6,2010                                 
|                                                          
|Cancellation of Stock Redeemed at $0.001                  
|per share on July 15, 2010                                
|                                                          
|Net loss                                                  
|                                                          
|Balance, July 31, 2010                                    
|Common Stock issued for services                          
|at $0.001 per share on May 12,2011                        
|                                                          
|Common Stock issued as loan repayment                     
|at $0.001 per share on May 12,2011                        
|                                                          
|Net loss                                                  
|                                                          
|Balance, July 31, 2011                                    
|Common Stock issued for services at $0.13                 
|per share on April 27, 2012                               
|                                                          
|Net Loss                                                  
|                                                          
|Balance, July 31, 2012                                    



The accompanying notes are an
integral part of these financial statements



F-3







|Bold Energy, Inc.                                                   
|--------------------------------------------------------------------
|(fka: Global Club, Inc.)                                            
|(A Development Stage Company)                                       
|STATEMENTS OF CASH FLOW                                             
|Audited                                                             
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|CASH FLOWS FROM OPERATING ACTIVITIES                                
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|NET CASH USED IN OPERATING ACTIVITIES                               
|                                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                                
|                                                                    
|NET CASH USED IN INVESTING ACTIVITIES                               
|                                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                                
|                                                                    
|                                                                    
|                                                                    
|NET CASH PROVIDED BY FINANCING ACTIVITIES                           
|                                                                    
|                                                                    
|NET INCREASE (DECREASE) IN CASH                                     
|                                                                    
|CASH, BEGINNING OF PERIOD                                           
|                                                                    
|CASH, END OF PERIOD                                                 
|Supplemental cash flow information and noncash financing activities:
|Cash paid for:                                                      
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    

The accompanying notes are an integral
part of these financial statements

F-4









|Bold Energy, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(fka: Global Club, Inc.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(A Development Stage Company)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|NOTES TO THE  AUDITED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|July 31, 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 1 – NATURE OF OPERATIONS AND
BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The Company was incorporated in the State of
    Nevada     as a     for-profit Company on     June     27,     2008     and established a fiscal year end of July 31. It is
    a     development-stage     Company that intends to     develop a     wide range     loyalty     program based on
    "Global Club     points" awarded     for all purchases made in     associated     establishments.     These points
    will be     exchangeable for products, trips or     discounts. The Company is     currently in the     development stage as
    defined     under     FASB ASC 915-10,     “Development Stage Entities". All     activities of the     Company to
    date relate     to     its organization,     initial funding and share issuances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On November     10, 2009, a change in
    control occurred     when the     Company received     a resignation     notice from Orlando J. Narita from     all of his
    positions with     the     Company, including     President,     CEO, Principal Executive Officer,     Treasurer, CFO,
    Principal Accounting Officer,     Secretary, and Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On     November 30, 2009, the Company appointed Eden Clark     as
    its new President, CEO,     Principal     Executive Officer,     Treasurer,     CFO, Principal Accounting Officer, Secretary,
    Treasurer     and as     Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Use of Estimates and Assumptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Basic and Diluted Net Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 3 – GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has an accumulated deficit since inception to July 31, 2012 of $11,767,719. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOTE 4 – RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|As of July 31, 2012 the Company received advances from a Director in the amount of $67,037, to pay for general operating expenses. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On November 26, 2009, the former director forgave a loan in the amount of $4,788, which was owed to him from the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 5 - RECLASSIFICATION: STOCK SPLIT
ADJUSTMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Effective March 23, 2011, the President voluntarily cancelled 27,594,000 shares of her outstanding common stock of the Company which were cancelled and returned to the pool of the Company’s authorized and unissued shares of common stock.  These cancelled shares were previously recorded in the financials at a total of pre split 689,850,000.  Since the shares under this agreement have been cancelled without the exchange of consideration to reduce number of shares outstanding, the Company considered the change in capital structure from the cancellation agreement in substance a reverse stock split.  In accordance with SAB Topic 4-C, the Company recorded the cancellation retroactively as a reduction to the par value of common stock with a corresponding increase to additional paid-in capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 6 – CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|On July 22, 2008, the sole Director
        purchased 906,000 shares of the common stock in the Company for $4,750.
        
        On April 23, 2009, the Company issued
        900,000 Common shares for $6,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On November 26, 2009, the former director forgave a loan in the amount of $4,788, which was owed to him from the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On March 2, 2010, the Company affected a 150:1 forward split of the Company's stock through the issuance of a stock dividend for each share outstanding as of March 23, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On March 2, 2010, the President of the Company requested that the Company cancel 27,594,000 common shares that she owns in her own name.  The President now owns 906,000 common shares after the cancellation as on March 2, 2010..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On April 6, 2010, the Company issued an aggregate of 200,000 common shares to various stockholders at $0.025 per share for $5,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On July 15, 2010, various stockholders requested that the Company cancel 1,250 common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On March 31, 2011, the Company affected a 1 for 25 reverse split of the Company's issued and outstanding common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On May 12, 2011 the company issued an aggregate of 25,000,000 common shares to various stockholders @$0.31 per share.  The shares were issued as repayment of $25,000 of principal due to the stockholders and 7,725,000 as finance cost.  The accrued interest to date was forgiven by the lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|In addition on May 12, 2011, the company issued 48,388 shares @$0.31 per share to Ms. Eden Clark as compensation for services rendered valued at $15,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|During the year ended July 31, 2012, the Company issued 30,000,000
        shares to an officer and a director 15,000,000 to each. The shares were valued at $0.13 per share for services rendered through
        July 31, 2012. As such compensation expense of $3,900,000 was recorded during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|As of July 31, 2012, there are a total of 57,053,138 shares of common stock outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|As of July 31, 2012, the Company has not granted any stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|All references in these financial statements to number of common shares, price per share and weighted number of common shares outstanding prior to 1 for 25 reverse stock split on March 31, 2011 have been adjusted to reflect this stock split on a retroactive basis, unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 7 - SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Company has evaluated subsequent
        events from the balance sheet date through the date the financial statements were available to be issued and has determined that
        there are no events to disclose.
        
        On November 9, 2012, Bold Energy, Inc.,
        a Nevada corporation (the “Company”), entered into a voluntary share exchange transaction with Anio, Ltd., a limited
        liability company established under the laws of the United Kingdom, which conducts its primary line of business under the name
        Lot78, Inc. (“Lot78”), pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the
        Company and its controlling stockholders, on the one hand, and Lot78 and the stockholders of Lot78 (the “Selling Stockholders”),
        on the other hand.
        
        At the closing of the transactions contemplated
        by the Exchange Agreement (the “Closing”), the Company will issue 30,954,388 new shares of its common stock to the
        Selling Stockholders in exchange for 100% of the currently issued and outstanding capital stock of Lot78. As a result of the Share
        Exchange Agreement, Lot78 will become the Company’s wholly-owned subsidiary, and the Company will acquire the business and
        operations of Lot78.
        
        The Exchange Agreement contains customary
        representations, warranties, and conditions to Closing. The foregoing description of the terms and conditions of the Exchange Agreement
        and the transactions contemplated thereunder that are material to the Company does not purport to be complete and is qualified
        in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 2.1 and
        is incorporated by reference into this Annual Report on Form 10-K.





End of Notes to the Financial Statements



F-5







Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure



Our auditors are De Joya Griffith, LLC, Certified Public
Accountants & Consultants, operating from their offices in Henderson, NV. There have not been any changes in or disagreements
with our accountants on accounting, financial disclosure or any other matter.



Item 9A. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Company management, including our chief executive officer
and chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-K. Based
on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures
are effective to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including cost limitations,
the possibility of human error, judgments and assumptions regarding the likelihood of future events, and the circumvention or overriding
of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance
of achieving their control objectives.



Changes in Internal Controls over Financial Reporting



There have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 promulgated under the
Exchange Act that occurred during the last fiscal quarter of the fiscal year ended July 31, 2012 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting. Management is aware that there is
a lack of segregation of duties at our company due to the limited number of employees dealing with general administrative and financial
matters. At this time management believes that, given the individuals involved and the control procedures in place, the risks associated
with such lack of segregation are insignificant, and that the potential benefits of adding additional employees to segregate duties
more clearly do not justify the associated added expense. Management will continue to evaluate this segregation of duties. In addition,
management is aware that many of our currently existing internal controls are undocumented. Our management will be working to document
such internal controls over the coming year.



Item 9B. Other Information.



None.



Item 10. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a) of the Exchange Act



Directors, Executive Officers and Key Employees



The following table sets forth certain information regarding
our directors, executive officers and key employees as of July 31, 2012 and as of the date of the filing of this report:



|Name            |  | Age |  | Position(s) Held                                                                                          | 
|--------------- |  | --- |  | --------------------------------------------------------------------------------------------------------- | 
|                |  |     |  |                                                                                                          
|Eden Clark      |  | 34  |  | President, CEO, Treasurer, Principal Executive Officer, Chairman of the Board of Directors, and Secretary
|                |  |     |  |                                                                                                          
|Patrick DeBlois |  | 36  |  | Secretary                                                                                                
|                |  |     |  |                                                                                                           | 







Background of Directors and Executive Officers



Eden Clark has been the President, CEO, Treasurer,
CFO, Secretary and a Director of our company since November 30, 2010. From 1997 to 2001, Ms. Clark was a founding team member of
Onvia.com Inc., a publicly traded company on NASDAQ, assisting it in the growth from a small start-up to more than 300 employees
and $140 million in revenue. From 2002 to 2008 she was founder and CEO of Be Jane, Inc., a media and web company focused on the
niche segment of women’s home improvement and décor, leading breakthrough partnerships on new initiatives with such
companies as MSN and Bank of America, and was featured in hundreds of national TV and print media such as TIME, Entrepreneur, People
Magazine, Wall St Journal, CNN, The Today Show, and more. From 2008 until present, Ms. Clark became President of eDivvy.com Inc.,
a private payment technology company, leading the company’s strategic initiatives, branding, and business development efforts.
Ms. Clark devotes approximately 10 hours a week to our business.



Patrick DeBlois has been our Secretary since January
12, 2010. Since 1999, Mr. DeBlois has been a Director and is the Proprietor of the Minakwa Lodge located in Northern Ontario. Mr.
DeBlois has grown his resort from a grassroots venture to a global success story. Mr. DeBlois holds a diploma in Wildlife Management
and GIS mapping from Cambrian College. Mr. DeBlois devotes approximately 5 hours a week to our business.



Term of Office of Directors



Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers
are appointed by our Board of Directors and hold office until the officer dies or resigns or the Board elects a successor or removes
the officer.



Key Employees



None.



Family Relationships



None.



Compliance With Section 16(A) Of
The Securities Exchange Act Of 1934



Section 16(a) of the Securities Exchange Act of 1934 requires
our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity
securities to file with the SEC initial reports of ownership and reports of change in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to us under Rule 16a-3(e) during the fiscal year ended July 31, 2012, Forms 5 and any amendments thereto furnished to us with respect
to the fiscal year ended July 31, 2012, and the representations made by the reporting persons to us, we believe that during the
fiscal year ended July 31, 2012, our executive officers and directors and all persons who own more than ten percent of a registered
class of our equity securities complied with all Section 16(a) filing requirements



Involvement in Certain Legal Proceedings



None.



Audit Committee



We have not established a separately
designated standing audit committee. However, the Company intends to establish a new audit committee of the Board of Directors
that shall consist of independent directors.  The audit committee’s duties will be to recommend to the Company’s
board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements
and to review the Company’s accounting and auditing principles.  The audit committee will review the scope, timing and
fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public
accounting firm, including their recommendations to improve the system of accounting and internal controls.  The audit committee
shall at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free
from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an
understanding of financial statements and generally accepted accounting principles.



Code of Ethics



We have adopted an informal Code of Ethics that applies to
our officers, directors, which we feel is sufficient at this time, given we are still in the start-up, development stage and have
no employees, other than our officers and directors.



Item 11. Executive Compensation.



The following table sets forth the compensation
paid to our executive officers during the years ended July 31, 2012 and 2011.



|SUMMARY COMPENSATION TABLE                                        
|------------------------------------------------------------------
|Name and
        Principal
        Position                       
|Eden Clark (1)
        President, CEO, CFO, Treasurer and Director
|2011                                                              
|Patrick DeBlois (2)
        Secretary                             
|2011                                                              



| | (1) | Ms. Eden Clark, President, CEO, CFO, Treasurer and sole Director
of the Company is paid $500 per month for her time devoted to the Company. Additionally, during the year ended July 31, 2011, the
Company issued 48,388 shares to Ms. Eden Clark at $0.31 per share. During the year ended July 31, 2012, the Company issued 15,000,000
shares to Ms. Eden Clark at $0.31 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended July 31, 2012,
the Company issued 15,000,000 shares to Patrick DeBlois at $0.31 per share.



Narrative Disclosure to Summary Compensation Table



There are no employment
contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive
officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment
with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change
in control of the Company.



Outstanding Equity Awards at Fiscal
Year-End



There are no current
outstanding equity awards to our executive officers as of July 31, 2012.



Long-Term Incentive Plans



There are no arrangements
or plans in which we provide pension, retirement or similar benefits for directors or executive officers.



Compensation Committee



We currently do
not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.



Compensation of Directors



Eden Clark, the
sole Director of the Company, receives no extra compensation for her services on our Board of Directors.



Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters



Security Ownership of Certain Beneficial Owners and
Management



The following table provides certain
information regarding the ownership of our common stock, as of July 31, 2012 and as of the date of the filing of this annual report
by:



| | • |  | each of our executive officers;                                                 
| | - |  | --------------------------------------------------------------------------------
| | • |  | each director;                                                                  
| | • |  | each person known to us to own more than 5% of our outstanding common stock; and
| | • |  | all of our executive officers and directors and as a group.                     
| |   |  |                                                                                 

As
of the date of this report, we had a total of 57,053,138 shares of common stock issued and outstanding,0 shares issuable
upon the exercise of stock purchase options within 60 days, and 0 shares issuable upon the exercise of stock purchase warrants
within 60 days. Except as indicated in footnotes to this table, the persons named in this table have
sole voting and investment power with respect to all shares of common stock indicated below. Except where noted, the address of
all listed beneficial owners is in care of our office address.



|Name and Address of Beneficial Owner                                      | Title of Class | Amount & Nature of
        Beneficial Ownership
        (1) | Percent of Class
        (2)(%)
|------------------------------------------------------------------------- | -------------- | ----------------------------------------------------------- | -------------------------------
|Eden Clark (3)
        112 N Curry St.
        Carson City, NV 89703      | Common         | 15,954,388                                                  | 27.964%                        
|Patrick DeBlois (4)
        112 N Curry St.
        Carson City, NV 89703 | Common         | 15,000,000                                                  | 26.291%                        
|All Officers and Directors as a Group                                     | Common         | 30,954,388                                                  | 54.255%                        



(1) The
number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the
right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole
voting and investment power with respect to all shares ofcommon stock shown as beneficially
owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.



(2)
Based on57,053,138 common shares issued and outstanding, 0 shares issuable upon the exercise of stock purchase options
within 60 days, and 0 shares issuable upon the exercise of stock purchase warrants within 60 days as
of the Record Date.



(3)Eden
Clark is the Company's President, CEO, CFO, Treasurer and Chairman of the Board of Directors. Her beneficial
ownership includes15,954,388 common
shares.



(4)Patrick DeBlois is the Company’s Secretary. His beneficial ownership includes15,000,000common shares.



Changes in Control



None.



Item 13. Certain Relationships, Related Transactions and
Director Independence



Currently, there are no contemplated transactions that the
Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated, we will file such
disclosure in a timely manner with the Commission on the proper form so that any such transaction is available for the public to
view.



The Company has no formal written employment agreement or
other contracts with our current officers and director and there is no assurance that the services to be provided by them will
be available for any specific length of time in the future. Ms. Clark anticipates devoting at a minimum of ten to fifteen percent
of her available time to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements
would be determined, if and when, such arrangements become necessary.



Item 14. Principal Accountant Fees and Services



For the fiscal year ended July 31, 2012, we expect to incur
approximately $4,500 and in July 31, 2011 we incurred $4,000 in fees to our principal independent accountants for professional
services rendered in connection with the audit of financial statements.



During the fiscal year ended July 31, 2012, we did not incur
any other fees for professional services rendered by our principal independent accountants for all other non-audit services which
may include, but are not limited to, tax related services, actuarial services or valuation services.



Item 15. Exhibits



The following exhibits are being
filed as part of this Annual Report on Form 10-K; all other exhibits required to be filed herein are incorporated by reference
and can be found in their entirety in our original Form SB-2 registration statement filing on the SEC website atwww.sec.gov.



|Exhibit      | Description                                                                                                                                      
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 2.1  | Share Exchange Agreement                                                                                                                         
|Exhibit 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14                                                                         
|Exhibit 31.2 | Certification
    of  the Principal Financial Officer pursuant  to Rule 13a-14                                                                   
|Exhibit 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|Exhibit 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





























SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |                                                        
|----------------------- | -------------------------------------------------------
|                        | BOLD ENERGY INC.                                       
|                        |                                                        
|                        | By: /s/ Eden Clark                                     
|Date: November 13, 2012 | Eden Clark                                             
|                        | President, Chief Executive Officer                     
|                        | Chief Financial Officer, Director, Secretary, Treasurer
|                        |                                                        





Pursuant to the requirements of the Exchange Act this Report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|               |                                                                  |                  
|-------------- | ---------------------------------------------------------------- | -----------------
|Signature      | Title                                                            | Date             
|               |                                                                  |                  
|/s/ Eden Clark | President, Chief Executive                                       | November 13, 2012
|Eden Clark     | Officer, Chief Financial Officer, Director, Secretary, Treasurer |