Bright Mountain Holdings, Inc. entered into a non-binding term sheet to acquire Catalogs Online, Inc. (OTCBB:MYCG) in a reverse merger transaction on October 18, 2012. Under the terms of agreement, Bright Mountain will hold 95% of the total issued and outstanding shares of the post-closing shares of 100% of Catalogs Online. Bright Mountain shares will be exchanged for Catalogs common shares, at approximately 1.85 Catalogs shares for each Bright Mountain share. The post-merger company will then issue an additional 0.2 million shares consisting of 0.15 million to Jerrold Burden and 0.05 million to Ron Teblum, in full and final payment of any shareholder debt held by them on Catalogs books prior to closing. All shareholders holding more than 5% of the Catalogs shares prior to closing will be required to execute a shareholder and hold harmless agreement, the substance of which will be determined under the definitive agreement.

Immediately prior to the closing of the definitive agreement, Catalogs will cause a 10-for-1 reverse split of its common stock resulting in a pre-exchange total of Catalogs shares outstanding of 1.39 million. Catalogs will change its name to Bright Mountain Holdings, Inc., request a new trading symbol. As a result of the proposed merger, Bright Mountain shareholders will become the majority owners of the outstanding shares of Catalogs. Ronald Teblum and Dan O'Meara will resign all Board and Officer positions with Catalogs and Jerrold Burden will elect a replacement Board of Directors of Bright Mountain Holdings, Inc. that will consist of Kip Speyer, Greg Stepic, Todd Speyer and Todd Davenport. Upon appointment of the new Bright Mountain Board of Directors, Jerrold Burden shall resign all positions with Catalogs including as a member of the Board and as an Officer. The term sheet contemplates that the parties will enter into a definitive agreement, containing standard warranties and representations, on or before November 30, 2012, after completion of Bright Mountain and Catalogs due diligence, with closing to occur as soon thereafter as possible.

Once the parties reach agreement upon this non-binding term sheet, Bright Mountain and Catalogs will commence immediate due diligence and the parties will commence negotiation of a definitive agreement. The targeted date for completion of due diligence and execution of a definitive agreement is November 30, 2012.

The transaction is among other things, is contingent upon the execution of a definitive agreement, obtained acceptable equity financing, debt obligations to shareholders of Catalogs will be paid by the issuance of 200,000 shares of capital stock of the merged companies, due diligence, and Board of Directors of both Bright Mountain and Catalogs and shareholder approval. A shareholders agreement will have been entered into between Bright Mountain and Catalog shareholders with respect to holders of more than 5% of the shares at the time of closing providing for a share release or lock up on mutually acceptable terms. Bright Mountain will arrange for the issuance of a commercially acceptable D&O insurance policy covering the newly merged company to be bound at closing. Catalogs to obtain hold harmless agreements on behalf of Bright Mountain from all Catalog shareholders holding 5% or more of its outstanding shares.

Bright Mountain Holdings, Inc. cancelled the acquisition of Catalogs Online, Inc. (OTCBB:MYCG) in a reverse merger transaction on January 4, 2013.