Edgar Filing: BOLD ENERGY INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Amendment No. 2

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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BOLD ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BOLD ENERGY, INC.

112 North Curry Street

Carson City, Nevada 89703

Telephone: (775) 333-1198

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on January 22, 2013

TO OUR SHAREHOLDERS:

Notice is hereby given that the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of Bold Energy, Inc. (“Bold” or the “Company”) will be held at 2368 2^nd Ave., San Diego, CA 92101 at 10:00 am local time on January 22, 2013, for the following purposes:

To approve the proposed acquisition of 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”) by the Company, as contemplated by the Share Exchange Agreement dated November 12, 2012 (the “Share Exchange Agreement”), the terms and conditions of which are set forth herein;

To elect one director, Eden Clark, to hold office until the next Annual Meeting of the Company or until her respective successor is duly qualified and elected, or until the closing of the Company's proposed acquisition of Lot78 (the “Closing") as set forth in Proposal 1 herein;

To ratify the appointment of MaloneBailey, LLP (“MaloneBailey”) as the registered independent public accountant of the Company for the year ending July 31, 2013 or, subject to the approval of Proposal 4 herein, for the year ending September 30, 2013;

In the event that the proposed acquisition of Lot78 as set forth in Proposal 1 is approved, then the Annual Meeting will continue for the following purposes:

To approve an amendment to the Company’s Bylaws to change the Company’s fiscal year end from July 31 to September 30 upon the Closing;

To approve an amendment to the Company’s Bylaws to amend Article I, Paragraph 11 entitled “Vote or Consent of Shareholders” in its entirety upon the Closing;

To elect one director, Mr. Oliver Amhurst, (the “Target Nominee”) to take office immediately upon the Closing, and to hold such office until the next Annual Meeting of the Company or until his respective successor is duly qualified and elected;

To elect Mr. Oliver Amhurst as the sole executive officer of the Company to take office immediately upon the Closing;

To approve an amendment to the Company’s Articles of Incorporation, as amended, to change the name of the Company to Lot78, Inc. upon the Closing;

Other:

To transact any other business that may properly come before the Annual Meeting.

The Board of Directors has fixed the close of business on November 5, 2012, as the Record Date for the determination of shareholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Only shareholders of record, and holders of shares in street name as represented by a bank statement certifying the number of shares in their possession, as of the close of business on the Record Date are entitled to notice and to vote at this Annual Meeting or any postponements or adjournments. A complete list of the shareholders entitled to vote at the meeting will be open to examination by any shareholder for any purpose germane to the meeting, during normal business hours for ten (10) days prior to the date of the Annual Meeting. We intend to mail this Proxy Statement and accompanying Proxy Card to our shareholders on or about January 2, 2013.

Attendance at the Annual Meeting will be limited to shareholders of the Company. Shareholders will be required to furnish proof of ownership of the Company’s Common Stock before being admitted to the meeting. Shareholders holding shares in the name of a broker or other nominee are requested to bring a statement from the broker or nominee confirming their ownership in the Company’s common stock.

Whether or not you expect to attend in person, we urge you to sign, date and return the enclosed Proxy Card at your earliest convenience. This will ensure the presence of a quorum and your representation at the Annual Meeting; promptly signing, dating and returning the Proxy Card will save the Company the expense and extra work of additional solicitation.

All properly executed proxies will be voted as directed by the shareholder on the Proxy Card. If no direction is given, Proxies will be voted in accordance with the Board of Directors’ recommendations and, in the discretion of the proxy holders, in the transaction of such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Any proxy may be revoked by a shareholder by delivering a later dated proxy to the Company, delivering written notice of revocation to the Company or giving notice of revocation in person at the Annual Meeting at any time prior to the voting thereof.

By order of the Board of Directors,

Date: December 21, 2012 /s/ Eden Clark_____________________________

Eden Clark

Chairman and Sole Member of Board of Directors

BOLD ENERGY, INC.

112 North Curry Street

Carson City, Nevada 89703

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held on January 22, 2013

GENERAL INFORMATION

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors of Bold Energy, Inc. for the 2012 Annual Meeting of our shareholders to be held on January 22, 2013, and any adjournment or postponement of the Annual Meeting. In this Proxy Statement, we refer to Bold Energy, Inc. as “Bold,” the “Company,” “we,” or “us.”

We are holding our Annual Meeting at 2368 2^nd Ave., San Diego, CA 92101, on January 22, 2013, at 10:00am local time. We intend to mail this Proxy Statement and accompanying Proxy Card to our shareholders on or about January 2, 2013. A proposed form of the Proxy Card is attached hereto as Appendix A. Our Amended Annual Report on Form 10-K/A for the year ended July 31, 2012 is being sent to each shareholder of record along with this Proxy Statement.

ABOUT THE MEETING

At our Annual Meeting, our shareholders will act upon the matters outlined in the accompanying notice of meeting. In addition, our management will report on our performance and respond to questions from shareholders.

VOTING INFORMATION

All shares represented by properly executed proxies received by the Board of Directors pursuant to this solicitation will be voted in accordance with the holder’s directions specified on the proxy. If no directions have been specified by marking the appropriate places on the accompanying Proxy Card, the shares will be voted in accordance with the Board’s recommendations which are:

FOR the proposed acquisition of Lot78 by the Company, as contemplated by the Share Exchange Agreement.

FOR the election of one director, Eden Clark, to hold office until the next Annual Meeting of the Company or until her respective successor is duly qualified and elected, or until the Closing.

FOR the ratification of the appointment of MaloneBailey as the registered independent public accountant of the Company for the year ending July 31, 2013 or, subject to the approval of Proposal 4 herein, for the year ending September 30, 2013.

FOR the amendment to the Company’s Bylaws to change the Company’s fiscal year end from July 31 to September 30 upon the Closing.

FOR the amendment to the Company’s Bylaws to amend Article I, Paragraph 11 entitled “Vote or Consent of Shareholders” in its entirety upon the Closing.

FOR the election of one director, Mr. Oliver Amhurst, to take office immediately upon the Closing, and to hold such office until the next Annual Meeting of the Company or until his respective successor is duly qualified and elected.

FOR the election of Mr. Oliver Amhurst as the sole executive officer of the Company to take office immediately upon the Closing.

FOR the amendment to the Company’s Articles of Incorporation, as amended, to change the name of the Company to Lot78, Inc. upon the Closing.

Record Date

You may vote all shares that you owned as of November 5, 2012, which is the Record Date for the Annual Meeting. The Company has one class of stock outstanding, common stock, valued at $0.001 par value per share. The Company is currently authorized to issue up to seventy-five million (75,000,000) shares of common stock. The Company is not currently authorized to issue shares of preferred stock. As of November 5, 2012, we had 57,053,138 shares of common stock outstanding held of record by approximately 170 shareholders. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.

Ownership of Shares

If your shares are registered directly in your name, you are the holder of record of these shares, and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the Annual Meeting. If you hold your shares in a brokerage account or through a bank or other holder of record, you hold the shares in “street name,” and your broker, bank or other holder of record is sending these proxy materials to you. As a holder in street name, you have the right to direct your broker, bank or other holder of record how to vote by filling out a voting instruction form that accompanies your proxy materials. Regardless of how you hold your shares, we invite you to attend the Annual Meeting.

How to Vote

Your Vote Is Important. We encourage you to vote promptly. You may vote in the following ways:

By Mail: If you are a holder of record, you can vote by marking, dating, and signing your Proxy Card and returning it by mail in the enclosed postage-paid envelope. If you hold your shares in street name, please complete and mail the voting instruction card.

At the Annual Meeting: If you vote your shares now it will not limit your right to change your vote at the Annual Meeting if you attend in person. If you hold your shares in street name, you must obtain a proxy, executed in your favor, from the holder of record if you wish to vote your shares at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted at the meeting. If you sign and return your Proxy Card without any voting instructions, your shares will be voted as the Board of Directors recommends.

Revocation Of Proxies

You can revoke your proxy at any time before your shares are voted if you: (1) send a written notice to our Secretary indicating that you want to revoke your proxy; or (2) deliver to our Secretary a duly executed proxy (or voting instructions if you hold your shares in street name) bearing a later date, which revokes all previous proxies; or (3) attend the Annual Meeting in person, give written notice of revocation to the Secretary of the Annual Meeting prior to the voting of your proxy and vote your shares in person, although your attendance at the meeting will not by itself revoke your proxy.

Quorum and Required Vote

Quorum: We will have a quorum and will be able to conduct the business of the Annual Meeting if the holders of a majority of the votes that shareholders are entitled to cast are present at the meeting, either in person or by proxy.

Vote Required for Proposals:

The proposed acquisition of Lot78 by the Company, as contemplated by the Share Exchange Agreement, requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The election of one director, Eden Clark, to hold office until the next Annual Meeting of the Company or until her respective successor is duly qualified and elected, or until the Closing, requires a plurality of the votes cast by shareholders entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The ratification of the appointment of MaloneBailey as the registered independent public accountant of the Company for the year ending July 31, 2013 or, subject to the approval of Proposal 4 herein, for the year ending September 30, 2013, requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The amendment to the Company’s Bylaws to change the Company’s fiscal year end from July 31 to September 30 upon the Closing requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The amendment to the Company’s Bylaws to amend Article I, Paragraph 11 entitled “Vote or Consent of Shareholders” in its entirety upon the Closing requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The election of one director, Mr. Oliver Amhurst, to take office immediately upon the Closing, and to hold such office until the next Annual Meeting of the Company or until his respective successor is duly qualified and elected requires a plurality of the votes cast by shareholders entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The election of Mr. Oliver Amhurst as the sole executive officer of the Company to take office immediately upon the Closing requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

The amendment to the Company’s Articles of Incorporation, as amended, to change the name of the Company to Lot78, Inc. upon the Closing requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

How We Count Votes: In determining whether we have a quorum, we count abstentions and broker non-votes as present and entitled to vote.

In counting votes on the proposals:

•

Because directors are elected by a plurality, this means that the nominees receiving the highest number of “FOR” votes will be elected. Neither abstentions nor broker non-votes will have any effect in determining the outcome of the election of directors.

•

In tabulating whether the other proposals are approved, it should be noted that abstentions are counted in tabulations of the votes cast and thus have the same effect as a vote for a proposal, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved.

Dissenter's Rights

Under Nevada law, shareholders are not entitled to dissenter's rights of appraisal on any proposal referred to herein.

Cumulative Voting

With respect to voting on the election of directors, shareholders shall not be entitled to cumulate votes.

Solicitation

The Company estimates that the total cost of solicitation will be approximately $10,000. The cost of solicitation will be borne by the Company. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by the Company’s directors, officers and employees, without additional compensation, personally or by telephone, facsimile or telegram.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND THE

CORPORATE GOVERNANCE OF THE COMPANY

Corporate Governance Practices and Policies

Our Board of Directors has been carefully following the corporate governance developments that have been taking place as a result of the adoption of the Sarbanes-Oxley Act of 2002, the rules adopted thereunder by the Securities and Exchange Commission (SEC), and other corporate governance recommendations. Our Board addresses, among other things, the Board’s composition, qualifications and responsibilities, director education and shareholder communication with directors.

Nominating Procedures

The Board will consider candidates for the Board of Directors from any reasonable source, including shareholder recommendations. The Board will not evaluate candidates differently based on who has made the proposal. The Board has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. No such consultants or search firms have been used to date and, accordingly, no fees have been paid to consultants or search firms in the past fiscal year. The Board will consider many factors when considering candidates for election to the Board of Directors, including that the proper skills and experiences are represented on the Board of Directors and its committees and that the composition of the Board of Directors and each such committee satisfies applicable legal requirements. Depending upon the current needs of the Board of Directors, certain factors may be weighed more or less heavily by the Board.

Shareholders who wish to suggest qualified candidates should write to the Board at 112 North Curry Street, Carson City, Nevada 89703, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Board. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation.

Shareholder Communications

The Board of Directors encourages shareholders to send communications to the Board or to individual members of the Board. Such communications, whether by letter, e-mail or telephone, should be directed to the Chairman of the Company, who will forward them to the intended recipients. However, unsolicited advertisements or invitations to conferences or promotional material, in the discretion of the Chairman or her designee, may not be forwarded to the directors.

If a shareholder wishes to communicate to the Board about a concern relating to the Company’s financial statements, accounting practices or internal controls, the concern should be submitted in writing to the Board in care of the Chairman at the Company’s headquarters. If the concern relates to the Company’s governance practices, business ethics or corporate conduct, the concern likewise should be submitted in writing to the Chairman at the Company’s headquarters address. If the shareholder is unsure as to which category his or her concern relates, he or she may communicate it to any one of the directors in care of the Company’s Secretary. The Company’s “whistleblower” policy prohibits the Company or any of its employees from retaliating or taking any adverse action against anyone for raising a concern. If a shareholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, the concern may be directed to the Chairman at the Company’s headquarters.

Shareholders who wish to contact our Board members either individually or as a group may do so by writing to c/o Corporate Secretary, Bold Energy, Inc., 112 North Curry Street, Carson City, Nevada 89703, or by telephone at (775) 333-1198 specifying whether the communication is directed to the entire Board or to a particular director. Shareholder letters are screened by Company personnel to filter out improper or irrelevant topics, such as solicitations, and to confirm that that such communications relate to matters that are within the scope of responsibilities of the Board or a Committee.

Identification of Executive Officers and Directors of the Company

Our current executive officers and directors are as follows:


Name and Age	Position(s) Held	Tenure
Eden Clark, 34	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director	From November 30, 2009 to present
	Secretary	From November 16, 2012 to present

The background and business experience of our executive officers and directors are as follows:

Eden Clark has been the President, CEO, Treasurer, CFO, and a Director of the Company since November 30, 2010, and the Secretary of the Company from November 16, 2012. 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.

Significant Employees

We have no significant employees other than the officers and directors described above.

Family Relationships

There are no family relationships among our officers, directors or persons nominated for such positions.

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

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 shareholders 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 year ended July 31, 2012, Forms 5 and any amendments thereto furnished to us with respect to the year ended July 31, 2012, and the representations made by the reporting persons to us, we believe that during the 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.

Code of Ethics

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

Committees of the Board of Directors

We do not presently have a separately designated standing audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. The functions of those committees are currently undertaken by our Board of Directors. Because we have only one director, we believe that the creation of these committees, at this time, would be cumbersome and constitute more form over substance.

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.

Related Party 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. Eden Clark anticipates devoting 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.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Eden Clark is not an independent director because she is also an executive officer of the Company.

Board Leadership Structure and Role in Risk Oversight

We have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separated or combined, however, we have traditionally determined that, due to the small size of the Company and the nature of its operations, it is in the best interests of the Company and its shareholders to combine these roles.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our Company and our Company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the Board’s tolerance for risk. While the Board oversees our Company, our Company’s management is responsible for day-to-day risk management processes. We believe this structure is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.

Board Meetings and Committees; Annual Meeting Attendance

The Board of Directors held a total of three general meetings during the the Company’s last fiscal year ended July 31, 2012. No director attended fewer than 100% of all meetings of the Board of Directors during this period. The Company has no committees. We do not have a formal policy regarding attendance by Directors at annual meetings of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the Record Date, by: (i) each of our directors; (ii) each of our executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our issued and outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

As of the Record Date, there were 57,053,138 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.

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 of common 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 on 57,053,138 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. As of November 16, 2012, Eden Clark is also the Secretary of the Company. Her beneficial ownership includes 15,954,388 common shares.

(4) As of the Record Date, Patrick DeBlois was the Company’s Secretary. Mr. DeBlois resigned as Secretary on November 16, 2012. His beneficial ownership includes 15,000,000 common shares.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

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	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compens-ation ($)	Total ($)
Eden Clark (1) President, CEO, CFO, Secretary, Treasurer and Director	2012	0	0	4,650,000	0	0	0	6,000	4,656,000
	2011	0	0	15,000	0	0	0	6,000	21,000
Patrick DeBlois (2) Former Secretary	2012	0	0	4,650,000	0	0	0	0	4,650,000
Patrick DeBlois (2) Former Secretary	2011	0	0	0	0	0	0	0	0

(1)

Ms. Eden Clark, the current President, CEO, CFO, Secretary, 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.

(2)

During the year ended July 31, 2012, the Company issued 15,000,000 shares to Patrick DeBlois, the Company’s former Secretary, 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.

PROPOSED ACQUISITION OF LOT78

A number of proposals will be voted on at the Annual Meeting, and they are described in detail in this Proxy Statement. Below is a brief overview of the terms of the proposed acquisition of Lot78. To more fully understand the proposed transaction and the accompanying changes to the Company’s current business model, you should read this entire Proxy Statement.

Summary Term Sheet

A number of proposals will be voted on at the Annual Meeting, and they are described in detail in this Proxy Statement. Below is a brief overview of the terms of the proposed acquisition of Lot78. To more fully understand the transaction, you should read this entire Proxy Statement.

On November 12, 2012, we entered into a Share Exchange Agreement with Lot78. A copy of the Share Exchange Agreement is attached to this Proxy Statement as Appendix B. The following are the material terms of the Share Exchange Agreement.

Transactional Structure	· We have entered into a Share Exchange Agreement with Lot78 and all of its shareholders, pursuant to which we will acquire Lot78 by issuing 30,954,388 shares of our common stock to the shareholders of Lot78. As a result of the Share Exchange, Lot78 will become a wholly-owned subsidiary of the Company.
Share exchange ratio	· At the closing of the Share Exchange, the shareholders of Lot78 will receive shares representing approximately 54.26% of our post-acquisition outstanding capital stock.
Conditions to the acquisition	· Our shareholders must approve the proposed Share Exchange Agreement. · Our sole director must tender her resignation and our shareholder must elect Lot78’s nominee to the Board, such nominee is Oliver Amhurst. · Each of our officers must tender his or her resignation effective on or prior to closing date. · Our shareholders must approve a change in our name from Bold Energy, Inc. to Lot78, Inc. · Eden Clark and Patrick DeBlois shall irrevocably cancel a total of 30,954,388 restricted shares of common stock of Bold Energy, Inc. prior to the closing date of the Share Exchange Agreement. · The Share Exchange Agreement contains other customary closing conditions.
Board of Directors and Executive officers	· In this Proxy Statement we are asking the shareholders to re-elect our current board member Eden Clark. If the acquisition is consummated, however, she will step down effective the Closing of the acquisition. · We are asking the shareholders to elect Oliver Amhurst to the Board, to take office if and when the Closing occurs. · If the acquisition is consummated, the new Board of Directors will replace our officer with the officer of Lot78 effective upon the Closing of the acquisition.
Share Exchange Termination Rights	· The Company and Lot78 can agree to terminate the Share Exchange Agreement without completing the transaction. · In addition, each party may terminate the Share Exchange Agreement if the other party’s representations contained in the Share Exchange Agreement are inaccurate, if the other party breaches any obligation under the Share Exchange Agreement, or the other party fails to satisfy certain conditions. · The parties may also terminate the Share Exchange Agreement if the acquisition has not been completed within 30 days of mailing of this Proxy. · We may terminate the Share Exchange Agreement if our Board determines in good faith that it must accept a more favorable alternate transaction in order to avoid breaching the directors’ fiduciary duties.
Tax Treatment	· We and Lot78 intend that the Share Exchange transaction qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code. If the transaction qualifies as a tax-free reorganization, then no gain or loss will be recognized by us, our shareholders, Lot78 or its shareholders as a result of the transaction.
Regulatory Approvals	· There are no federal or state regulatory requirements that must be complied with and no approvals that must be obtained in connection with the Share Exchange transaction.

CONTACT INFORMATION

Requests for information relating to the Company should be directed to:

Bold Energy, Inc.

122 North Curry Street

Carson City, NV 89703

Attention: Eden Clark, Chief Executive Officer

Telephone: (775) 333-1198

Requests for information relating to Anio, Ltd. and Lot78 should be directed to:

Anio, Ltd.

Flat 2-6, Leamington Road Villas

Notting Hill, London, W11 1HS

Attention: Oliver Amhurst

Telephone: (416) 703-4007

THE SHARE EXCHANGE AGREEMENT

On November 12, 2012, the Company entered into a Share Exchange Agreement with Lot78. A copy of the Share Exchange Agreement is attached to this Proxy Statement as Appendix B. Pursuant to the Share Exchange Agreement, the Company shall acquire 11,510 (100%) shares of common stock of Lot78 from the Lot78 Shareholders and in exchange shall issue 30,954,388 (54.26%) shares of its common stock to the Lot78 Shareholders (the “Share Exchange”). As a result of the proposed Share Exchange, Lot78 shall become a wholly-owned subsidiary of the Company and the Company shall carry on the business of Lot78 as its primary business. Approval of the proposed acquisition of Lot78 pursuant to the Share Exchange Agreement shall constitute approval of the transactions contemplated thereby.

The Share Exchange is intended to qualify as a tax-free organization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (“the Code”) and shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”) and in effect on the date of the Share Exchange Agreement.

The Share Exchange Agreement provides that upon the Closing, Eden Clark, the current sole director of the Company, shall resign from the Board of Directors and the appointment of Mr. Oliver Amhurst to the Board shall become effective, subject to the approval of Proposal 6 herein. The Share Exchange Agreement further provides that, upon the Closing, Eden Clark, the current sole executive officer of the Company, shall resign from each officer position held with the Company and, immediately thereafter, Mr. Oliver Amhurst shall be elected to serve as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company, subject to the approval of Proposal 7 herein.

ABOUT THE COMPANY

Bold Energy, Inc. (“Bold,” the “Company,” “we,” or “us”) was incorporated in the State of Nevada on June 27, 2008. We are a development stage company that intends to develop a wide range of loyalty programs based on a system of “Global Club points” that are awarded for purchases made in associated establishments. The Global Club is a loyalty program premised on a novel, but simple concept: for every purchase made at an associated establishment, the Global Club cardholder will be awarded Global Club points to be printed on a membership card. These Global Club points could be exchanged for products, such as video-games, gift cards, trips, discounts, etc., according to the number of Global Club points on the card. As Global Club cardholders accrue points, they qualify to receive better prizes. We intend to partner with a wide assortment of retailers so that Global Club cardholders will be able to collect points on their everyday purchases from a broad selection of establishments. We have continuously attempted to recruit a large number of retail outlets to become participating Global Club partners, such as major grocery store chains, gas stations, restaurants, electronic stores, travel agencies, etc. We have also planned 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 marketing and recruiting customers.

As the Company has not been successful in implementing its Global Club points business model on a large-scale basis, we recently began pursuing alternative business opportunities and potential acquisition partners. Accordingly, and pursuant to the proposed acquisition of Lot78 as contemplated by the Share Exchange Agreement as set forth in Proposal 1 herein, the Company aspires to shift its business focus to the luxury high-end fashion and apparel industry. As a result of the Share Exchange Agreement, Lot78 shall become a wholly-owned subsidiary of the Company and the Company shall carry on the business of Lot78 as its primary business.

Description of Property

Since our inception, we have maintained executive offices at 112 North Curry Street, Carson City, Nevada, 89703. The office and general expenses that were associated with leasing these offices for the year ending July 31, 2012 was $8,304. With the acquisition of Lot78, our executive offices will remain the same. We believe that these facilities will be adequate to meet our current requirements. We do not own any real property.

Legal Proceedings

There are no pending legal proceedings to which Bold or any of its subsidiaries is a party or to which any of their properties is subject.

Description of Bold’s Securities

Our articles of incorporation authorize us to issue 75,000,000 shares of common stock. As of the date of this Proxy Statement, 57,053,138 shares of our common stock were issued and outstanding and we have zero shares of our common stock reserved for options, warrants and other commitments. For the effects of the transaction on these numbers, see the section entitled, "Proposed Acquisition of Lot78".

Common Stock

Holders of our common stock are entitled to one vote for each share on all matters to be voted on by our shareholders. Holders of our common stock have no cumulative voting rights. They are entitled to share ratably any dividends that may be declared from time to time by the board of directors in its discretion from funds legally available for dividends. Holders of our common stock have no preemptive rights to purchase our common stock. There are no conversion rights or sinking fund provisions for the common stock.

Our common stock is listed on the OTC Bulletin Board.

Market For Common Equity And Related Shareholder Matters

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	High $		Low $
July 31, 2012	.15	.13
April 30, 2012	.55	.13
January 31, 2012	.61	.52
October 31, 2011	.55	.31

Fiscal Year Ending July 31, 2011
Quarter Ended	High $	Low $
July 31, 2011	30.00	0.31
April 30, 2011	30.00	1.20
January 31, 2011	1.95	1.95
October 31, 2010	1.95	1.95

As of the date of this Proxy Statement, 57,053,138 issued and outstanding shares of common stock were held by a total of 170 shareholders of record.

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. On March 24, 2010, we effectuated a 150-for-1 forward stock split and on March 31, 2011, we effectuated a 1-for-25 reverse stock split.

BOLD'S REASONS FOR THE ACQUISITION

There are several reasons why our Board is recommending that you approve the proposed acquisition of Lot78. Recently, we made the decision to seek other business opportunities and potential acquisition partners. The reason for this decision was that we felt that the Global Club points business was going to require substantial working capital financing when it reached critical mass. Many of the initiatives that we have developed will require substantial amounts of incremental financing. The Board of Directors believes that it would be highly unlikely for us to fund the working capital requirements and cash operating losses from sources other than equity or convertible debt. Our Board has concluded that the acquisition of Lot78 will likely make it easier for us to raise funds in the future. Bold’s post-acquisition business will be devoted primarily to Lot78's business. The Board considers this to be an area of potential high growth, which may attract equity investors more easily than our current business model.

ABOUT LOT78

Overview

Lot78 originated in London in 2008 and designs, markets, distributes, and sells apparel under the brand name "Lot78" to fashion-conscious consumers on six continents, including North America, Europe, Asia, Australia, Africa and South America. Lot78 seeks to be a trend-setting leader in the design, marketing, distribution and sale of luxury street apparel. Its current collection is a full men’s and women’s contemporary ready-to-wear line which includes leather jackets, t-shirts, sweats, knitwear, accessories, jeans, chinos, home ware, and wool coats. Lot78 operates in three distinct but integrated segments: Wholesale, Consumer Direct and Core Services. The Wholesale segment sells product to industry-leading high-end global department stores, specialty retailers and boutiques. The Consumer Direct segment consists of e-commerce sales and will be expanded as Lot78 opens branded retail stores. The Core Services segment provides product design, production, distribution, marketing and other overhead resources to the other segments. Over the past four years, Lot78 has developed a recognizable brand, expanded its product offerings, and initiated a growth strategy to expand both its Wholesale and Consumer Direct segment sales.

Lot78 markets its products to domestic and international wholesale customers by participating in industry trade shows and by displaying its collections in various showrooms. Wholesale customers can be found in six continents and include specialty stores, major department stores, and off-price retailers. Lot78’s products are sold both in the United States and internationally in leading high-end, premium stores, which include Barney’s, Harrod’s, and Bloomingdales, as well as in various boutique and specialty stores. They also sell their products at Lot78’s traditional brick-and-mortar store “The Lot on Ledbury,” within the heart of Notting Hill, London, where the brand originated, and through Lot78’s branded website and additional web retailers, such as Net-A-Porter.com.

The Lot78 strategy is to build brand recognition by marketing its products to fashion-conscious consumers, particularly in the 20-35 year old demographic, who aspire to or actively maintain a luxury-oriented lifestyle. Furthermore, Lot78 seeks to build brand recognition that is characterized by unique style, timelessness, utility and quality, as opposed to merely following prevailing fads or trends that do not have the same degree of potential growth or longevity over time. A close and influential network of global contract manufacturers has greatly aided the expansion of the Lot78 collection, which started with four men’s leather jackets and developed to become a full men’s and women’s ready-to-wear fashion and apparel line. Lot78 utilizes contractors located in Portugal, Bhutan, and Italy for the manufacture of its products. Its garments are sourced, designed and manufactured in countries all over the world by people with the unique strengths, skills, and craftsmanship to create the premium-quality and reliable products that are in high demand with Lot78’s targeted affluent demographics. The majority of production is based in the Venetian region of Italy, whose legacy befits Lot78’s aesthetic heritage and focus on luxurious quality and innovative style.

Lot78 maintains and exercises control over advertising and marketing activities, which allows the company to set the tone for integrity, consistency and direction of the Lot78 brand image worldwide. Lot78’s management actively utilizes guerilla marketing campaigns, digital media and communication, involvement in the art community, and philanthropic acts to continually develop Lot78’s brand identity.

Brand and Products

Since 2008, the Lot78 brand has developed an androgynous, contemporary image, which can aptly be described as “refined grunge”: a marriage of luxury and urbanity. Lot78 believes that the strength of the Lot78 brand name and image is derived from its emphasis on combining the brand’s London-based roots with its Italian-inspired construction. Lot78’s dedication to quality, its utilization of Italian production and craftsmanship processes, and its mastery of London-based urban and street-wear cultural imagery have combined to infuse Lot78’s fashion and apparel collection with a unique and avant-guard take on contemporary fashion. Lot78 seeks to be an innovator in premium lifestyle branding. Its fashion perspective is significantly influenced by its Founder, Mr. Oliver Amhurst, who is an influential figure in the fashion industry and has been at the forefront of style for more than a decade.

Lot78 currently offers a full collection of men’s and women’s ready-to-wear garments that it designs, markets, distributes and sells under the Lot78 trademarks. Lot78’s products are sold globally through upscale retailers, boutiques and specialty stores. Currently, Lot78 sells a wide variety of products for men and women, including leather jackets, t-shirts, sweats, knitwear, accessories, jeans, chinos, home ware, and wool coats. Many of Lot78’s products can be viewed on their website located at www.lot78.com. Lot78 intends to continually diversify its product offerings and designs as part of its seasonal collections.

Lot78 products are made with high quality fabrics primarily from Italy. Although Lot78 operates in a highly competitive market, it seeks to distinguish Lot78 products by emphasizing superior quality, fit, and craftsmanship. We believe that Lot78 has a competitive advantage in the quality of their fabrics and craftsmanship, superiority of their design cuts and fits, and price points in comparison to its competitors.

Lot78 introduces new and continually diverse collections twice a year during the Spring/Summer and Fall/Winter seasons.

Wholesale Segment

The Lot78 Wholesale Segment sells product to leading global department stores, specialty retailers and boutiques that have the image and merchandising expertise that Lot78 envisions for the effective presentation of its products. Additionally, Lot78 products are stocked in Barneys, Harrod’s, Bloomingdales and Net-A-Porter, and in various specialty and boutique stores throughout the world.

Consumer Direct Segment

The Lot78 Consumer Direct Segment currently consists solely of sales from its e-commerce site. Lot78 accepts and fills all customer orders received through its Lot78 branded website internally. Lot78 also sells their products at its traditional brick-and-mortar store “The Lot on Ledbury,” within the heart of Notting Hill, London, where the brand originated. Additionally, Lot78 plans to grow its Consumer Direct segment sales by opening four Lot78 branded retail stores by 2015.

Marketing

The Lot78 marketing and public relations strategy is designed to communicate the signature design aesthetic and lifestyle orientation of our brand. Lot78’s unique “refined grunge” style was created by Lot78’s founder, Mr. Oliver Amhurst. Mr. Amhurst continues to manage and oversee every aspect of Lot78’s marketing. The marketing mix consists of a variety of channels including national and international print advertising, strategic outdoor advertising, in-store advertising, digital advertising, and social media. This mix of media and channels is designed to support the brand's growth across a diverse collection of consumer groups and markets. In addition, the brand strategically cultivates and enjoys a strong and loyal celebrity following. These unpaid celebrity endorsements have been, and continue to be, highly effective in expanding our brand awareness and affinity.

Trademarks

The “Lot78” brand is trademarked worldwide. Generally, the Lot78 trademarks remain valid and enforceable so long as the company continues to use the marks in commerce and the required registration renewals are filed. Lot78 considers its trademarks to be valuable assets in the marketing of its products and seeks to protect them from infringement worldwide.

Sources and Availability of Raw Materials

The fabrics used in all Lot78 products are sourced from fabric manufacturers located in Italy and Portugal. Although Lot78 does not currently have any long-term agreements in place for the supply of its fabrics, threads or other components, such high-quality fabrics are currently readily available from a number of suppliers, including mills located both in the United States and in other regions around the world.

Design and Product Development

The Lot78 design team, which has three employees and is directed by Mr. Amhurst, is responsible for the design and development of its products.

Manufacturing

All product manufacturing is outsourced to third parties on an order-by-order basis. Currently, the company has contract manufacturers in Italy, Portugal, and Bhutan. These contractors sew and finish Lot78 products to exacting design specifications. Lot78 management oversees the manufacturing and quality control of its products and researches and develops new sources of supply for the materials used in the manufacturing of its products.

Lot78 Market For Common Equity

Lot78 stock is not publicly traded. Lot78’s incorporation documents authorize us to issue an unlimited number of common stock and an unlimited number of preferred shares. As of the date of this Proxy Statement, 11,510 shares of Lot78’s common stock were outstanding and no shares of preferred stock were outstanding. No shares of Lot78 common stock were reserved for options, warrants or other commitments. For the effects of the transaction on these numbers, see the section entitled, “Proposed Acquisition of Lot78”.

The number of holders of Lot78’s common stock as of the date of this Proxy Statement was four. Lot78 has not paid or declared any dividends on its common stock and does not anticipate paying any dividends on its common stock in the near future.

Lot78’s Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of Anio, Ltd.’s financial condition and results of operations should be read in conjunction with the company’s financial statements and related notes included elsewhere in this report. This report contains forward looking statements relating to Anio, Ltd.’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, 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.

The auditor’s report on the September 30, 2012 financial statements of Anio, Ltd. expresses an opinion that substantial doubt exists as to whether the company can continue as an ongoing business, since Anio, Ltd. has incurred a net loss and its liabilities exceed its assets. See Appendix F (September 30, 2012 Audited Financial Statements of Anio, Ltd.) under the caption, “Report of Independent Registered Public Accounting Firm.”

Results of Operations

We generated revenues from the sale of our products for the period ended September 30, 2012 of £355,469, as compared to revenue for the period ended September 30, 2011 of £437,870. We incurred operating expenses of £75,203 and £172,722, respectively, for the periods ended September 30, 2012 and September 30, 2011.

Our comprehensive net loss for the period ended September 30, 2012, was £79,586 compared to £176,589 for the period ended September 30, 2011. We intend to fund additional 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 September 30, 2012, we had £nil in cash in the bank as compared to £206 as at September 30, 2011. Our accounts payable at September 30, 2012 was £146,154 as compared to £69,305 as at September 30, 2011.  Our stockholders' deficit was £776,606 at September 30, 2012, as compared to £697,020 at September 30, 2011.

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.

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, nominating, or compensation committee or any other committee of our Board of Directors.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF LOT78

The following table sets forth the compensation paid to our executive officers during the years ended September 30, 2012 and 2011.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary (£)	Bonus (£)	Stock Awards (£)	Option Awards (£)	Non-Equity Incentive Plan Compensation (£)	Nonqualified Deferred Compensation Earnings (£)	All Other Compens-ation (£)	Total (£)
Oliver Amhurst President, CEO, CFO, Secretary, Treasurer and Director	2012	11,525	0	0	0	0	0	0	11,525
	2011	5,714	0	0	0	0	0	0	5,714

Narrative Disclosure to Summary Compensation Table

Outstanding Equity Awards at Fiscal Year-End

There are no current outstanding equity awards to our executive officers as of September 30, 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

Mr. Oliver Amhurst, the sole Director of the Company, receives no extra compensation for his services on our Board of Directors.

RELATED PARTY TRANSACTIONS OF LOT78

As set forth in the Audited Financial Statements for the year Ended September 30, 2012 attached hereto as Appendix F, and included within accrued expenses and other payables is £288,000 (2011: £187,000) and included within long term debt is £117,840 (2011: £269,840) owed to D. Hardcastle, a shareholder. These loans are interest free.

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

We did not retain a third party to express its opinion as to the fairness to our shareholders, from a financial point of view, of the proposed transaction. We felt that sufficient expertise exists with our current director. We also relied on the experience of our officer and the current financial conditon of the Company in making the recommendation relating to the acquisition of Lot78.

In performing our analyses of the transaction, we made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond our control. Any estimates contained in the analyses performed by us are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by the analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which the businesses or securities might actually be sold. Accordingly, the analyses and estimates are inherently subject to substantial uncertainty.

In connection with our analysis, we researched or reviewed various materials and documents and held discussions with certain individuals. In particular, we did the following:

held discussions with senior management and directors of Lot78 concerning the outlook of their entity;

reviewed historical audited financial statements of Lot78;

reviewed economic, industry, demographic, and market related data, factors, and outlooks for Lot78;

reviewed documents related to the proposed acquisition;

reviewed the ownership structure of Lot78 and its subsidiaries;

considered our financial condition and our lack of access to appropriate funding, and that without additional funds we would likely not be successful.

PROPOSAL 1

ACQUISITION OF LOT78 PURSUANT TO THE

SHARE EXCHANGE AGREEMENT

The Company proposes the acquisition of Lot78 pursuant to the Share Exchange Agreement in order to pursue its new business direction focused on the luxury high-end fashion and apparel industry as discussed above in greater detail.

On November 9, 2012, the Company’s Board of Directors approved the acquisition of Lot78 by the Company pursuant to the Share Exchange Agreement, a copy of which is attached hereto as Appendix B.

VOTE REQUIRED

Approval of the proposed acquisition of Lot78 by the Company, as contemplated by the Share Exchange Agreement requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

Proposal 1 must be independently approved to approve the acquisition of Lot78 as contemplated by the Share Exchange Agreement. An affirmative vote for this Proposal 1 is only a vote for the acquisition as set forth above and shall not be counted for or against Proposals 4, 5, 6, 7, or 8 as those Proposals must be independently approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ACQUISITION OF LOT78

AS CONTEMPLATED BY THE SHARE EXCHANGE AGREEMENT AS SET FORTH ABOVE.

PROPOSAL 2

ELECTION OF DIRECTORS

Nominees for Election

Our current Bylaws provide for a Board of Directors consisting of not less than one (1), nor more than ten (10), directors. The number of directors is currently set as one (1) who will be elected at the Annual Meeting. The elected director will hold office for a term of one (1) year until the next Annual Meeting of the Company or until his or her respective successor is duly qualified and elected, or until the Closing of the acquisition as set forth in Proposal 1 herein, unless the director dies, resigns, or is removed from office prior to any such time.

On November 9, 2012, the Company’s Board of Directors approved the re-election of the below nominee for a term of one (1) year until the next Annual Meeting of the Company or until her respective successor is duly qualified and elected, or until the Closing as set forth in Proposal 1 herein, unless the director dies, resigns, or is removed from office prior to any such time.

In the absence of specific instructions, executed proxies which do not indicate for whom votes should be cast will be voted “FOR” the election of the nominee named below as a director. Votes withheld will be counted for the purpose of determining the presence or absence of a quorum for the transaction of business at the meeting but will have no other legal effect upon the election of directors under Nevada law. In the event that any nominee is unable or declines to serve as a director (which is not anticipated), the shareholders will vote for such substitute nominee as the Board of Directors recommends or vote to allow the vacancy to remain open until filled by the Board of Directors, as the Board of Directors recommends.

Set forth below is information as to the nominee for director.

NOMINEE FOR ELECTION AS DIRECTOR

Name of Nominee

Age

Position

(Proposed Term as Director)

Eden Clark

Director – 1 Year or until the Closing

VOTE REQUIRED

Directors are elected by a plurality of the votes cast by shareholders entitled to vote thereon and present in person or represented by proxy at the Annual Meeting, meaning the nominees receiving the highest number of votes will be elected to the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”

THE NOMINEE AS SET FORTH ABOVE.

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTANT

The Company’s registered independent public accountant for the fiscal years ended July 31, 2012 and 2011 was De Joya Griffith & Company, LLC (“De Joya Griffith”). On November 19, 2012, the Board of Directors dismissed De Joya Griffith and appointed MaloneBailey as the registered independent public accountant of the Company for the year ending July 31, 2013 or, subject to the approval of Proposal 4 herein, for the year ending September 30, 2013. The decisions to appoint MaloneBailey and dismiss De Joya Griffith were approved by the Board of Directors of the Company on November 9, 2012. We are submitting this matter to our shareholders for ratification. Although we are not required to seek shareholder approval for this appointment, we believe it is sound corporate practice to do so. In the event that the shareholders do not ratify the selection of MaloneBailey, the appointment of the registered independent public accountant will be reconsidered by the Board of Directors. Representatives from De Joya Griffith and MaloneBailey are not expected to attend the Annual Meeting.

Other than the disclosure of uncertainty regarding the ability of the Company to continue as a going concern, De Joya Griffith’s reports on the financial statements of the Company for the years ended July 31, 2012 and 2011 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through De Joya Griffith’s termination on November 19, 2012, De Joya Griffith disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant’s report on the financial statements.

In connection with the audit and review of the financial statements of the Company through November 19, 2012, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with De Joya Griffith’s opinion to the subject matter of the disagreement.

In connection with the audited financial statements of the Company for the years ended July 31, 2012 and 2011 and interim unaudited financial statements through November 19, 2012, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

Prior to November 19, 2012, the Company did not consult with MaloneBailey regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor registered independent public accountant as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided a copy of the foregoing disclosures to De Joya Griffith prior to the date of filing of a Current Report with the Commission on Form 8-K on November 19, 2012 (the “Current Report”) and requested that De Joya Griffith furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agreed with the statements in the Current Report. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to the Current Report.

Audit Fees

For the fiscal years ended July 31, 2012 and 2011, the Company incurred approximately $4,500 and $4,000, respectively, in fees to the Company’s registered independent public accountant, De Joya Griffith, for professional services rendered in connection with the audit of the financial statements for the years ended July 31, 2012 and 2011.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended July 31, 2012 and 2011 for assurance and related services by the Company’s registered independent public accountant, De Joya Griffith, that are reasonably related to the performance of the audit or review of the financial statements were $nil and $nil, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended July 31, 2012 and 2011 for professional services rendered by the Company’s registered independent public accountant, De Joya Griffith, including tax compliance, tax advice and tax planning were $nil and $nil, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended July 31, 2012 and 2011 for products and services provided by the Company’s registered independent public accountant, De Joya Griffith, were $nil and $nil, respectively.

VOTE REQUIRED

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING JULY 31, 2013 OR, SUBJECT TO THE APPROVAL OF PROPOSAL 4, FOR THE YEAR ENDING SEPTEMBER 30, 2013 AS SET FORTH ABOVE.

PROPOSAL 4

AMENDMENT TO COMPANY BYLAWS TO CHANGE FISCAL YEAR END TO SEPTEMBER 30

Under this Proposal 4, the amendment to the Company’s Bylaws to change the fiscal year end is contingent upon the independent approval of Proposal 1.

On November 9, 2012, the Company’s Board of Directors approved the Amended Bylaws of the Company, substantially in the form attached hereto as Appendix C, which amends Article V, Paragraph 2 to change the Company’s fiscal year end from July 31 to September 30 upon the Closing. Article V, Paragraph 2 of the Bylaws currently states as follows:

2. Fiscal Year

The fiscal year of the Corporation shall be the twelve months ending July 31, or such other period as may be fixed by the Board of Directors.

The proposed amendment to Article V, Paragraph 2 of the Company’s Bylaws shall state as follows:

2. Fiscal Year

The fiscal year of the Corporation shall be the twelve months ending September 30, or such other period as may be fixed by the Board of Directors.

The determination to change the Company’s fiscal year end is based on aligning the Company’s year end with the year end of Lot78, as this will simplify the Company’s ongoing accounting.

VOTE REQUIRED

The amendment to the Company’s Bylaws to change the Company’s fiscal year end from July 31 to September 30 requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

Proposal 4 must be independently approved to amend the Bylaws to change the Company’s fiscal year end and is contingent upon the independent approval of Proposal 1. An affirmative vote for this Proposal 4 is only a vote for the amendment to the Bylaws to change the fiscal year end as set forth above and shall not be counted for or against Proposal 1, as that Proposal must be independently approved.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE AMENDMENT TO THE BYLAWS TO CHANGE THE COMPANY’S FISCAL YEAR END AS SET FORTH ABOVE.

PROPOSAL 5

AMENDMENT TO COMPANY BYLAWS TO AMEND ARTICLE I, PARAGRAPH 11 ENTITLED “VOTE OR CONSENT OF SHAREHOLDERS”

Under this Proposal 5, the amendment to Article I, Paragraph 11 of the Company’s Bylaws is contingent upon the independent approval of Proposal 1.

On November 9, 2012, the Company’s Board of Directors approved the Amended Bylaws of the Company, substantially in the form attached hereto as Appendix C, which amends Article I, Paragraph 11 entitled “Vote or Consent of Shareholders” in its entirety upon the Closing. Article I, Paragraph 11 of the Bylaws currently states as follows:

11. Vote or Consent of Shareholders

Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.

The proposed amendment to Article I, Paragraph 11 of the Company’s Bylaws shall state as follows:

11. Informal Action by Stockholders.

Any action required or permitted to be taken at a meeting of the stockholders, including the election of Directors, may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

Stockholders may participate in a meeting of stockholders through electronic communications, videoconferencing, teleconferencing or other available technology which allows the stockholders to communicate simultaneously or sequentially and which allows all persons participating in the meeting to hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.

If voting by a class or series of stockholders is permitted or required, a majority of the voting power of the class or series that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum for the transaction of business. An act by the stockholders of each class or series is approved if a majority of the voting power of a quorum of the class or series votes for the action.

The Company proposes to amend Article I, Paragraph 11 upon the Closing in order to conform such language to Section 78.320 of the Nevada Revised Statutes.

VOTE REQUIRED

The amendment to the Company’s Bylaws to amend Article I, Paragraph 11 entitled “Vote or Consent of Shareholders” in its entirety requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

Proposal 5 must be independently approved to amend Article I, Paragraph 11 of the Bylaws and is contingent upon the independent approval of Proposal 1. An affirmative vote for this Proposal 5 is only a vote for the amendment to Article I, Paragraph 11 as set forth above and shall not be counted for or against Proposal 1, as that Proposal must be independently approved.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE AMENDMENT TO THE BYLAWS TO AMEND ARTICLE I, PARAGRAPH 11 AS SET FORTH ABOVE.

PROPOSAL 6

ELECTION OF TARGET NOMINEE AS DIRECTOR TO TAKE OFFICE UPON THE CLOSING

Under this Proposal 6, the election of the Target Nominee as Director is contingent upon the independent approval of Proposal 1.

Target Nominee for Election

The Company proposes to elect one director, Mr. Oliver Amhurst, to take office immediately upon Closing and to hold such office until the next Annual Meeting of the Company or until his respective successor is duly qualified and elected, unless the director dies, resigns, or is removed from office prior to any such time. Pursuant to the Share Exchange Agreement, upon the Closing, Eden Clark, the current sole director of the Company, shall resign from the Board of Directors and the appointment of Mr. Oliver Amhurst to the Board shall become effective.

On November 9, 2012, the Company’s Board of Directors approved the election of the below Target Nominee upon the Closing for a term of one (1) year until the next Annual Meeting of the Company or until his respective successor is duly qualified and elected unless the director dies, resigns, or is removed from office prior to any such time.

Set forth below is information as to the Target Nominee for director.

NOMINEE FOR ELECTION AS DIRECTOR

Name of Nominee

Age

Position

(Proposed Term as Director)

Oliver Amhurst

Director – 1 Year

Oliver Amhurst - Mr. Amhurst has been in the fashion business for over 15 years and has spent the past six years building the Lot78 brand into a full ready-to-wear collection. Mr. Amhurst is currently the sole officer and director of Lot78. The Lot78 collection is sold in some of the most prestigious stores in the world, such as Barney’s, Mr. Porter, Shopbop, Bloomingdales and Net-A-Porter, and is also sold in the traditional brick-and-mortar store “The Lot on Ledbury,” within the heart of Notting Hill, London, England, where the Lot78 brand originated. Mr. Amhurst started his career in the stock room at the Emporio Armani store in London, but rose through ranks of the company to end up running the wholesale division of all Armani products in the UK, where he was responsible for over $70 million worth of revenue. He has extensive contacts with some of the world’s leading buyers in the fashion industry, who have all supported him throughout the growth of the Lot78 brand.

VOTE REQUIRED

Directors are elected by a plurality of the votes cast by the shares of common stock represented at the Annual Meeting, meaning the nominees receiving the highest number of votes will be elected to the Board of Directors.

Proposal 6 must be independently approved to elect the Target Nominee as a Director and is contingent upon the independent approval of Proposal 1. An affirmative vote for this Proposal 6 is only a vote for the election of the Target Nominee as set forth above and shall not be counted for or against Proposal 1, as that Proposal must be independently approved.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”

THE ELECTION OF THE TARGET NOMINEE AS DIRECTOR AS SET FORTH ABOVE.

PROPOSAL 7

ELECTION OF EXECUTIVE OFFICER

Under this Proposal 7, the election of the executive officer is contingent upon the independent approval of Proposal 1.

Each of our executive officers is elected by the Board of Directors to a term of one (1) year or until his or her successor is duly qualified and elected, or until he or she dies, resigns or is removed from office.

The Company proposes to elect Mr. Oliver Amhurst to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer immediately upon the Closing as set forth in Proposal 1 herein for a term of one (1) year or until his successor is duly qualified and elected or until he dies, resigns or is removed from office. Pursuant to the Share Exchange Agreement, upon the Closing, Eden Clark, the current sole executive officer of the Company, shall resign from each officer position held with the Company and immediately thereafter, Mr. Oliver Amhurst shall be elected to serve as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.

NOMINEE FOR ELECTION AS EXECUTIVE OFFICER

Name of Nominee

Age

Position

(Proposed Term)

Oliver Amhurst

President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary

VOTE REQUIRED

The election of one executive officer of the Company, Mr. Oliver Amhurst, to take office immediately upon the Closing requires the affirmative vote of holders of a majority of the shares of the Company’s common stock entitled to vote thereon and present in person or represented by proxy at the Annual Meeting.

Proposal 7 must be independently approved to elect the executive officer and is contingent upon the independent approval of Proposal 1. An affirmative vote for this Proposal 7 is only a vote for the election of the executive officer as set forth above and shall not be counted for or against Proposal 1, as that Proposal must be independently approved.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”

THE ELECTION OF THE EXECUTIVE OFFICER AS SET FORTH ABOVE.

PROPOSAL 8

AMENDMENT TO COMPANY’S ARTICLES OF INCORPORATION, AS AMENDED, TO CHANGE THE COMPANY’S NAME TO LOT78, INC.

Under this Proposal 8, the amendment to the Company’s Articles of Incorporation to change the Company’s name to Lot78, Inc. is contingent upon the independent approval of Proposal 1.

On November 9, 2012, the Board of Directors approved the Certificate of Amendment to the Articles of Incorporation, substantially in the form attached hereto as Appendix D, which amends Article 1 to change the Company’s name from Bold Energy, Inc. to Lot78, Inc. Upon approval, the Company shall file the Certificate of Amendment with the Secretary of State of Nevada. Article 1 to the Articles of Incorporation, as amended, currently states as follows:

1. Name of Corporation: Bold Energy Inc.

The proposed amendment to Article I of the Company’s Articles of Incorporation, as amended, shall state as follows:

1. Name of Corporation: Lot78, Inc.

The Board of Directors believes that changing the name of the Company to Lot78, Inc. upon Closing will more accurately reflect the new business direction of the Company.

VOTE REQUIRED

Proposal 8 must be independently approved to amend the Company’s Articles of Incorporation, as amended, to change the Company’s name to Lot78, Inc. and is contingent upon the independent approval of Proposal 1. An affirmative vote for this Proposal 8 is only a vote for the amendment as set forth above and shall not be counted for or against Proposal 1, as that Proposal must be independently approved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION, AS AMENDED, TO CHANGE THE COMPANY'S NAME TO LOT78, INC. AS SET FORTH ABOVE.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or officer of the Company, proposed nominee for election as a director of the Company or associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting other than the election of directors, except as otherwise disclosed herein.

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

Shareholders are hereby notified that if they wish for a proposal to be included in our Proxy Statement and form of proxy relating to the 2013 Annual Meeting of Shareholders, they must deliver a written copy of their proposal no later than August 22, 2013. If the date of next year’s Annual Meeting is changed by more than 30 days from the date of this year’s meeting, then the deadline is a reasonable time before we begin to print and mail proxy materials. Proposals must comply with the proxy rules relating to shareholder proposals, in particular Rule 14a-8 under the Securities Exchange Act of 1934, in order to be included in our proxy materials.

Mailing Instructions

Proposals should be delivered to the Company at 112 North Curry Street, Carson City, Nevada 89703. To avoid controversy and establish timely receipt by the Company, it is suggested that shareholders send their proposals by certified mail, return receipt requested.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this Proxy Statement. This means that the Company can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this Proxy Statement, except for any information that is superseded by information that is included directly in this document or in any other subsequently filed document that also is incorporated by reference herein.

This Proxy Statement incorporates by reference our Amended Annual Report on Form 10-K/A for the fiscal year ended July 31, 2012 (the “Amended Annual Report”), which was filed previously with the SEC on November 16, 2012 and contains important information about the Company and its financial condition, including information under the captions “Financial Statements and Supplementary Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” A copy of the Amended Annual Report is attached hereto as Appendix E.

The Company will provide, without charge, to each person to whom this Proxy Statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all information that has been incorporated by reference in this Proxy Statement (not including exhibits). You may obtain a copy of these documents and any amendments thereto by writing to Bold Energy, Inc. at 112 North Curry Street, Carson City, Nevada 89703. These documents are also included in our SEC filings, which you can access electronically at the SEC’s web site, www.sec.gov.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

OTHER BUSINESS

The Company knows of no other matters to be submitted at this Annual Meeting. If any other matters properly come before the meeting or any adjournment or postponement thereof, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

APPENDIX

Appendix A – Proposed Form of Proxy Card

Appendix B – Copy of Share Exchange Agreement

Appendix C – Proposed Form of Amended Bylaws

Appendix D – Proposed Certificate of Amendment to Articles of Incorporation

Appendix E – Copy of Amended Annual Report on Form 10-K/A for the Year Ended July 31, 2012

Appendix F – Audited Financial Statements for Anio, Ltd. for the year ended September 30, 2012

Appendix G – Audited Financial Statements for Anio, Ltd. for the year ended September 30, 2011

Appendix H – Pro Forma Consolidated Financial Statements of Bold Energy, Inc. and Anio, Ltd.

By order of the Board of Directors,

Date: December 21, 2012 /s/ Eden Clark_____________________________

Eden Clark

Chairman and Sole Member of Board of Directors

Appendix A

BOLD ENERGY, INC.

PROXY CARD

Annual Meeting of Shareholders

January 22, 2013

The undersigned hereby appoints the Board of Directors, as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote ALL of the shares of the Common Stock in Bold Energy, Inc. (the “Company”), standing in the name of the undersigned at the 2012 Annual Meeting of Shareholders to be held on January 22, 2013, and upon such other matters as may properly come before the meeting. Any prior proxy or voting instructions are hereby revoked.

The Directors recommend a vote FOR all Proposals.

Acquisition of Lot78, Inc. (“Lot78”) as contemplated by the Share Exchange Agreement dated November 12, 2012.