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MERGER AND DISPOSITION TRANSACTIONS (Tables)
 6 Months Ended
Jun. 30, 2021
MERGER AND DISPOSITION TRANSACTIONS [Abstract]  
Purchase Price Calculation

The purchase price of $8,177,614, which represents the consideration transferred in the Merger to stockholders of Brooklyn immediately before the Merger, was calculated based on the fair value of the common stock that those stockholders owned on March 25, 2021, immediately prior to the Merger, because that represented a more reliable measure of the fair value of consideration transferred in the Merger. The purchase price of $8,177,614 was calculated as follows:

Number of shares of common stock owned by Brooklyn stockholders immediately before the Merger
    
1,514,373
  
Multiplied by the fair value per share of common stock (i)
  
$
5.40
  
Total purchase price
  
$
8,177,614
  


(i)
Based on the closing price per share (post reverse stock split) of the common stock of Brooklyn as reported on the NYSE American stock exchange on March 25, 2021, immediately before the Merger.
Tangible and Intangible Assets Acquired And Liabilities Assumed, Based on Estimated Fair Values


The preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Brooklyn, based on their estimated fair values as of March 25, 2021, is as follows:
 
   
Historical Balance
Sheet of
Brooklyn at
March 25, 2020
    
Pro Forma
Fair Value
Adjustment to
Brooklyn
|Pre-Merger
Assets
    
Preliminary
Purchase
Price
Allocation Pro
Forma
Adjustment
  
Cash and cash equivalents
  
$
147,728
    
$
-
    
$
147,728
  
Accounts receivable
    
102,517
      
-
      
102,517
  
Prepaid expense and other current assets
    
329,596
      
-
      
329,596
  
Property and equipment, net
    
1,015,370
      
-
      
1,015,370
  
Software development costs
    
1,296,460
      
(368,460
)
    
928,000
  
Customers
    
-
      
548,000
      
548,000
  
Trade name
    
-
      
299,000
      
299,000
  
Accounts payable, accrued liabilities and other current liabilities
    
(3,781,173
)
    
-
      
(3,781,173
)
Net assets acquired, excluding goodwill
  
$
(889,502
)
  
$
478,540
    
$
(410,962
)
                         
Total consideration
  
$
8,177,614
                  
Net assets acquired, excluding goodwill
    
(410,962
)
                
Goodwill
  
$
8,588,576
                  
Disposition Details On March 26, 2021, Brooklyn sold its rights, title and interest in and to the assets relating to the business it operated prior to the Merger to eGames.com in exchange for a purchase price of $2,000,000 and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement.  Details of the Disposition are as follows:

Proceeds from sale:
      
Cash
  
$
132,055
  
Escrow
    
50,000
  
Assume advance/loans
    
1,700,000
  
Interest on advance/loans
    
67,945
  
         
Carrying value of assets sold:
        
Cash and cash equivalents
    
(13,461
)
Accounts receivable
    
(75,153
)
Prepaids and other current assets
    
(123,769
)
Property and equipment, net
    
(1,013,950
)
Software development costs
    
(927,368
)
Customers
    
(548,000
)
Trade name
    
(299,000
)
Goodwill
    
(8,588,576
)
Other assets
    
(103,173
)
         
Liabilities transferred upon sale:
        
Accounts payable and accrued expenses
    
113,156
  
Obligations under finance leases
    
16,676
  
Lease liability
    
25,655
  
Deferred revenue
    
54,803
  
Other current liabilities
    
148,987
  
         
Transaction costs
    
(265,000
)
         
Total loss on sale of assets
  
$
(9,648,173
)
Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the results of operations for the six months ended June 30, 2021 and 2020 as if the Merger and the Disposition had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the Merger and the Disposition had been completed as of January 1, 2020, the transaction costs would have been expensed in the prior period.
 
   
Six months ended June 30,
  
   
2021
    
2020
  
             
Net loss attributable to common stockholders
  
$
(27,795,457
)
  
$
(3,060,464
)
                 
Basic and diluted net loss per share attributable to common stockholders
  
$
(0.79
)
  
$
(0.17
)