10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________.

Commission file number: 000-55209

Gaucho Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-2158952
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

135 Fifth Avenue, 10th Floor

New York, NY 10010

(Address of principal executive offices)

212-739-7700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X] No [  ]

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging growth company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

Yes [  ] No [X]

As of May 10, 2019, there were 52,349,718 shares of common stock outstanding.

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I
	FINANCIAL INFORMATION
	ITEM 1. Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018	3
		Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018	5
		Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2019 and 2018	6
		Unaudited Condensed Consolidated Statement of Changes in Temporary Equity and Stockholders’ Deficiency for the Three Months Ended March 31, 2019	7
		Unaudited Condensed Consolidated Statement of Changes in Temporary Equity and Stockholders’ Deficiency for the Three Months Ended March 31, 2018	8
		Unaudited Condensed Consolidated Statements of Cash Flows for the Three  Months Ended March 31, 2019 and 2018	9
		Notes to Unaudited Condensed Consolidated Financial Statements	11
	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
	ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		30
	ITEM 4. Controls and Procedures		30
PART II
	OTHER INFORMATION
	ITEM 1. Legal Proceedings		32
	ITEM 1A. Risk Factors		32
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
	ITEM 3. Defaults Upon Senior Securities		33
	ITEM 4. Mine Safety Disclosures		33
	ITEM 5. Other Information		33
	ITEM 6. Exhibits		34
	Signatures		35

2

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2019		2018
	(unaudited)
Assets
Current Assets
Cash	$	63,912	$	58,488
Accounts receivable, net		537,854		457,745
Accounts receivable - related parties, net of allowance of $514,087 at each of March 31, 2019 and December 31, 2018		112,241		71,650
Advances to employees		281,783		281,783
Inventory		1,290,540		1,033,895
Real estate lots held for sale		120,826		139,492
Operating lease right-of-use asset, current portion		214,453		-
Prepaid expenses and other current assets		123,719		193,360
Total Current Assets		2,745,328		2,236,413
Long Term Assets
Property and equipment, net		2,940,506		2,972,364
Operating lease right-of-use asset, non-current portion		92,862		-
Prepaid foreign taxes, net		408,163		369,590
Investment - related parties		7,133		7,840
Deposits		61,284		61,284
Total Assets	$	6,255,276	$	5,647,491

See Notes to the Condensed Consolidated Financial Statements

3

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (CONTINUED)

	March 31,			December 31,
	2019			2018
	(unaudited)
Liabilities, Temporary Equity and Stockholders' Deficiency
Current Liabilities
Accounts payable	$	439,311		$	497,817
Accrued expenses, current portion		1,154,863			1,185,367
Deferred revenue		1,026,211			1,038,492
Operating lease liabilities, current portion		225,348			-
Loans payable, current portion, net of debt discount		806,427			871,106
Convertible debt obligations, net of debt discount		3,488,654			2,732,654
Current portion of other liabilities		85,222			99,901
Total Current Liabilities		7,226,036			6,425,337
Long Term Liabilities
Accrued expenses, non-current portion		47,404			57,786
Operating lease liabilities, non-current portion		98,641			-
Loans payable, non-current portion, net of debt discount		240,077			234,791
Total Liabilities		7,612,158			6,717,914
Commitments and Contingencies					-
Series B convertible redeemable preferred stock, par value $0.01 per share, 902,670 shares authorized, issued and outstanding at March 31, 2019 and December 31, 2018, respectively. Liquidation preference of $9,833,022 at March 31, 2019.		9,026,824			9,026,824
Stockholders' Deficiency
Preferred stock, 11,000,000 shares authorized:
Series A convertible preferred stock, par value $0.01 per share; 10,097,330 shares authorized; no shares are available for issuance.		-			-
Common stock, par value $0.01 per share; 80,000,000 shares authorized; 49,447,575 and 46,738,533 shares issued and 49,397,042 and 46,688,000 shares outstanding as of March 31,  2019 and December 31, 2018, respectively.		494,475			467,384
Additional paid-in capital		84,893,510			83,814,442
Accumulated other comprehensive loss		(13,101,880	)		(13,110,219	)
Accumulated deficit		(82,623,456	)		(81,222,499	)
Treasury stock, at cost, 50,533 shares at March 31, 2019 and December 31, 2018		(46,355	)		(46,355	)
Total Stockholders' Deficiency		(10,383,706	)		(10,097,247	)
Total Liabilities, Temporary Equity and Stockholders' Deficiency	$	6,255,276		$	5,647,491

See Notes to the Condensed Consolidated Financial Statements

4

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended
	March 31,
	2019			2018
Sales	$	440,495		$	1,277,923
Cost of sales		(228,610	)		(575,962	)
Gross profit		211,885			701,961
Operating Expenses
Selling and marketing		111,438			97,902
General and administrative		1,377,724			1,952,275
Depreciation and amortization		49,580			6,739
Total operating expenses		1,538,742			2,056,916
Loss from Operations		(1,326,857	)		(1,354,955	)
Other Expense (Income)
Interest expense, net		121,623			70,159
Gain on foreign currency translation		(47,523	)		-
Total other expense		74,100			70,159
Net Loss		(1,400,957	)		(1,425,114	)
Series B preferred stock dividends		(177,795	)		(155,791	)
Net Loss Attributable to Common Stockholders	$	(1,578,752	)	$	(1,580,905	)
Net loss per common share	$	(0.03	)	$	(0.04	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		47,818,263			43,086,927

See Notes to the Condensed Consolidated Financial Statements

5

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

	For the three months ended
	March 31,
	2019			2018
Net Loss	$	(1,400,957	)	$	(1,425,114	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments		8,339			(285,609	)
Total Comprehensive Loss	$	(1,392,618	)	$	(1,710,723	)

See Notes to the Condensed Consolidated Financial Statements

6

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(unaudited)

	Series B Convertible Redeemable													Additional		Accumulated Other						Total
	Preferred Stock				Common Stock				Treasury Stock					Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount			Capital		Loss			Deficit			Deficiency
Balance - December 31, 2018		902,670	$	9,026,824		46,738,533	$	467,384		50,533	$	(46,355	)	$	83,814,442	$	(13,110,219	)	$	(81,222,499	)	$	(10,097,247	)
Common stock issued in satisfaction of 401(k) profit sharing liability		-		-		181,185		1,812		-		-			61,603		-			-			63,415
Options and warrants		-		-		-		-		-		-			157,994		-			-			157,994
Common stock issued for cash		-		-		2,527,857		25,279		-		-			859,471		-			-			884,750
Comprehensive loss:
Net loss		-		-		-		-		-		-			-		-			(1,400,957	)		(1,400,957	)
Other comprehensive loss		-		-		-		-		-		-			-		8,339			-			8,339
Balance - March 31, 2019		902,670	$	9,026,824		49,447,575	$	494,475		50,533	$	(46,355	)	$	84,893,510	$	(13,101,880	)	$	(82,623,456	)	$	(10,383,706	)

See Notes to the Condensed Consolidated Financial Statements

7

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(unaudited)

	Series B Convertible Redeemable													Additional		Accumulated Other						Total
	Preferred Stock				Common Stock				Treasury Stock					Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount			Capital		Loss			Deficit			Deficiency
Balance - December 31, 2017		902,670	$	9,026,824		43,067,546	$	430,674		4,411	$	(14,070	)	$	80,902,967	$	(10,795,810	)	$	(75,544,081	)	$	(5,020,320	)
Common stock issued in satisfaction of 401(k) profit sharing liability		-		-		116,284		1,163		-		-			80,236		-			-			81,399
Options and warrants		-		-		-		-		-		-			183,220		-			-			183,220
Comprehensive loss:
Net loss		-		-		-		-		-		-			-		-			(1,425,114	)		(1,425,114	)
Other comprehensive loss		-		-		-		-		-		-			-		(285,609	)		-			(285,609	)
Balance - March 31, 2018		902,670	$	9,026,824		43,183,830	$	431,837		4,411	$	(14,070	)	$	81,166,423	$	(11,081,419	)	$	(76,969,195	)	$	(6,466,424	)

See Notes to the Condensed Consolidated Financial Statements

8

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the three months ended
	March 31,
	2019			2018
Cash Flows from Operating Activities
Net loss	$	(1,400,957	)	$	(1,425,114	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation:
401(k) stock		13,312			20,446
Options and warrants		157,994			183,220
Gain on foreign currency translation		(47,523	)		-
Net realized and unrealized investment losses		707			1,628
Depreciation and amortization		49,580			6,739
ROU asset amortization		53,705			-
Amortization of debt discount		6,495			9,636
Provision for uncollectible assets		-			(27,874	)
Decrease (increase) in assets:
Accounts receivable		(197,209	)		604,905
Inventory		(237,979	)		(26,706	)
Prepaid expenses and other current assets		31,065			(42,932	)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		52,081			225,147
Changes in operating lease liabilities		(37,031	)		-
Deferred revenue		(12,281	)		(720,454	)
Other liabilities		(14,679	)		(527	)
Total Adjustments		(181,763	)		233,228
Net Cash Used in Operating Activities		(1,582,720	)		(1,191,886	)
Cash Flows from Investing Activities
Purchase of property and equipment		(17,772	)		(233,544	)
Net Cash Used in Investing Activities		(17,772	)		(233,544	)
Cash Flows from Financing Activities
Proceeds from loans payable		-			525,000
Repayments of loans payable		(43,226	)		(26,053	)
Proceeds from convertible debt obligations		786,000			1,219,704
Repayments of debt obligations		(30,000	)		-
Proceeds from common stock offering		884,750			-
Net Cash Provided by Financing Activities		1,597,524			1,718,651
Effect of Exchange Rate Changes on Cash		8,392			(330,956	)
Net Increase (Decrease) in Cash		5,424			(37,735	)
Cash - Beginning of Period		58,488			358,303
Cash - End of Period	$	63,912		$	320,568

See Notes to the Condensed Consolidated Financial Statements

9

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the three months ended
	March 31,
	2019		2018
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	80,513	$	45,786
Income taxes paid	$	-	$	-
Non-Cash Investing and Financing Activity
Accrued stock based compensation converted to equity	$	63,415	$	81,399

See Notes to the Condensed Consolidated Financial Statements

10

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. ORGANIZATION

Through its wholly-owned subsidiaries, Gaucho Group Holdings, Inc. (“Company”, “GGH”), a Delaware corporation that was incorporated on April 5, 1999, currently invests in, develops and operates international real estate projects. Effective October 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc.

As wholly-owned subsidiaries of GGH, InvestProperty Group, LLC (“IPG”) and Algodon Global Properties, LLC (“AGP”) operate as holding companies that invest in, develop and operate global real estate and other lifestyle businesses such as wine production and distribution, golf, tennis, and restaurants. GGH operates its properties through its ALGODON® brand. IPG and AGP have invested in two ALGODON® brand projects located in Argentina. The first project is Algodon Mansion, a Buenos Aires-based luxury boutique hotel property that opened in 2010 and is owned by the Company’s subsidiary, The Algodon – Recoleta, SRL (“TAR”). The second project is the redevelopment, expansion and repositioning of a Mendoza-based winery and golf resort property now called Algodon Wine Estates (“AWE”), the integration of adjoining wine producing properties, and the subdivision of a portion of this property for residential development. GGH’s wholly owned subsidiary Algodon Europe, Ltd., is a United Kingdom wine distribution company. GGH’s wholly owned subsidiary, Gaucho Group, Inc. (“GG”) is in the final stages of development for the manufacture, distribution and sale of high-end luxury fashion and accessories through an e-commerce platform.

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company incurred losses of $1,400,957 and $1,425,114 during the three months ended March 31, 2019 and 2018, respectively. The Company has an accumulated deficit of $82,623,456 at March 31, 2019. Cash used in operating activities was $1,582,720 and $1,191,886 during the three months ended March 31, 2019 and 2018, respectively. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company needs to raise additional capital in order to continue to pursue its business objectives. The Company funded its operations during the three months ended March 31, 2019 through the proceeds from convertible debt obligations of $786,000 and proceeds from the sale of common stock for net proceeds of $884,750. The Company repaid loans payable of $43,226 and debt obligations of $30,000, during the three months ended March 31, 2019.

If the Company is not able to obtain additional sources of capital, it may not have sufficient funds to continue to operate the business for twelve months from the date these financial statements are issued. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. Further, there is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

11

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2019, and for the three months ended March 31, 2019 and 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated financial statements.

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets.

Segment Information

The Financial Accounting Standards Board (“FASB”) has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GG is not yet operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment.

Highly Inflationary Status in Argentina

The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018.

12

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in income (loss) on foreign currency translation on the accompanying statements of operations. During the three months ended March 31, 2019, the Company recorded a $47,523 gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the three months ended March 31, 2019, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of shareholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings.

13

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Concentrations

The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Argentina bank accounts. There were aggregate uninsured cash balances of $41,975 and $48,929 at March 31, 2019 and December 31, 2018, respectively, which represents cash held in Argentine bank accounts.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required.

The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The following table summarizes the revenue recognized in the Company’s condensed statements of operations:

	For The Three Months Ended
	March 31,
	2019		2018
Real estate sales	$	-	$	799,854
Hotel room and events		259,620		223,568
Restaurants		65,923		90,097
Winemaking		90,542		139,396
Golf, tennis and other		24,410		25,008
	$	440,495	$	1,277,923

14

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services.

During the three months ended March 31, 2019 the Company recognized $0 of revenues related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the three months ended March 31, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance.

As of March 31, 2019 and December 31, 2018, the Company had deferred revenue of $981,364 and $995,327, respectively, associated with real estate lot sale deposits, and had $44,847 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the condensed consolidated statements of operations.

Net Loss per Common Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	March 31,
	2019		2018
Options		10,549,265		10,312,926
Warrants		1,132,609		1,389,179
Series B convertible preferred stock		9,026,700		9,026,700
Convertible debt (1)		7,654,070		-
Total potentially dilutive shares		28,362,644		20,728,805

(1) At March 31, 2018, $1,239,704 of convertible debt is convertible into common stock at a 10% discount to the price used for the sale of the of the Company’s common stock in a future private placement offering.

15

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Operating Leases

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available.

The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation for the three months ended March 31, 2019. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of 361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required.

New Accounting Pronouncements

In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. The effective date of those amendments is for fiscal years beginning after December 15, 2019. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited condensed consolidated financial statements and financial statement disclosures.

16

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

4. INVENTORY

Inventory at March 31, 2019 and December 31, 2018 is comprised of the following:

	March 31, 2019		December 31, 2018
Vineyard in process	$	312,282	$	232,436
Wine in process		755,911		747,862
Finished wine		52,451		11,003
Clothing and accessories		132,133		-
Other		37,763		42,594
	$	1,290,540	$	1,033,895

5. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company retained certain affiliate warrants which are marked to market at each reporting date using the Black-Scholes option pricing model. The Company recorded unrealized losses on the affiliate warrants of $707 and $1,628 during the quarter ended March 31, 2019 and 2018, respectively, which are included in revenues on the accompanying condensed consolidated statements of operations

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or developed by the Company. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1 - Valued based on quoted prices at the measurement date for identical assets or liabilities trading in active markets. Financial instruments in this category generally include actively traded equity securities.

Level 2 - Valued based on (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) from market corroborated inputs. Financial instruments in this category include certain corporate equities that are not actively traded or are otherwise restricted.

Level 3 - Valued based on valuation techniques in which one or more significant inputs is not readily observable. Included in this category are certain corporate debt instruments, certain private equity investments, and certain commitments and guarantees.

17

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Investments – Related Parties at Fair Value

As of March 31, 2019	Level 1		Level 2		Level 3		Total
Warrants- Affiliates	$	-	$	-	$	7,133	$	7,133

As of December 31, 2018	Level 1		Level 2		Level 3		Total
Warrants- Affiliates	$	-	$	-	$	7,840	$	7,840

A reconciliation of Level 3 assets is as follows:

	Warrants
Balance - December 31, 2018	$	7,840
Unrealized loss		(707	)
Balance - March 31, 2019	$	7,133

6. ACCRUED EXPENSES

Accrued expenses are comprised of the following:

	March 31, 2019		December 31, 2018
Accrued compensation and payroll taxes	$	127,318	$	149,019
Accrued taxes payable - Argentina		282,504		292,535
Accrued interest		451,917		404,239
Other accrued expenses		293,124		339,574
Accrued expenses, current		1,154,863		1,185,367
Accrued payroll tax obligations, non-current		47,404		57,786
Total accrued expenses	$	1,202,267	$	1,243,153

18

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

7. LOANS PAYABLE

The Company’s loans payable are summarized below:

	March 31, 2019							December 31, 2018
	Gross Principal Amount		Debt Discount			Loans Payable, Net of Debt Discount		Gross Principal Amount		Debt Discount			Loans Payable, Net of Debt Discount
Demand Loan	$	9,222	$	-		$	9,222	$	10,647	$	-		$	10,647
2018 Loan		433,460		-			433,460		464,739		-			464,739
2017 Loan		135,336		-			135,336		168,609		-			168,609
Land Loan		500,000		(31,514	)		468,486		500,000		(38,098	)		461,902
Total Loans Payable		1,078,018		(31,514	)		1,046,504		1,143,995		(38,098	)		1,105,897
Less: current portion		828,019		(21,592	)		806,427		893,995		(22,889	)		871,106
Loans Payable, non-current	$	249,999	$	(9,922	)	$	240,077	$	250,000	$	(15,209	)	$	234,791

On March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). The loan bears interest at 24.18% per annum and is due on March 1, 2021. Principal and interest will be paid in forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. The Company incurred interest expense of $23,404 and $26,508 on this loan during the three months ended March 31, 2019 and 2018, respectively. During 2018, the Company defaulted on certain 2017 Loan payments, and as a result, the 2017 Loan is currently payable upon demand. Of the decrease in principal of $33,273 on the 2017 Loan during the three months ended March 31, 2019, $12,035 resulted from principal payments made and $21,238 resulted from the effect of fluctuations in the foreign currency exchange rate during the period.

On August 19, 2017, the Company purchased 845 hectares of land adjacent to its existing property at AWE. The Company paid $100,000 at the date of purchase and executed a note payable in the amount of $600,000 (the “Land Loan”) with a stated interest rate of 0% and with quarterly payments of $50,000 beginning on December 18, 2017 and ending August 18, 2021. At the date of purchase, the Company took possession of the property, with full use and access, and will receive the deed to the property after $400,000 of the purchase price has been paid. The Company imputed interest on the note at 7% per annum and recorded a discounted note balance of $517,390 on August 19, 2017. Amortization of the note discount in the amount of $6,495 and $9,636 for the three months ended March 31, 2019 and 2018, respectively, is recorded as interest expense on the accompanying condensed consolidated statements of operations. The balance on the note was $468,486, net of debt discount of $31,514 on March 31, 2019, of which $228,409 (net of discount of $21,592) is included in loans payable, net, current and $240,077 (net of discount of $9,923) is included in loans payable, net, non-current in the accompanying condensed consolidated balance sheets.

On January 25, 2018 the Company received a bank loan in the amount of $525,000 (the “2018 Loan”), denominated in U.S. dollars. The loan bears interest at 6.75% per annum and is due on January 25, 2023. Principal and interest will be paid in 60 equal monthly installments of $10,311, beginning on February 23, 2018. During 2018, the Company defaulted on certain 2018 Loan payments, and as a result, the 2018 Loan is currently payable upon demand. The Company incurred interest expense of $7,563 and $5,769 on this loan during the three months ended March 31, 2019 and 2018, respectively.

19

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On June 4, 2018 the Company received a loan in the amount of $55,386 (ARS $1,600,000) which bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly. The Company incurred interest expense on this loan of $3,360 during the three months ended March 31, 2019. The decrease in the principal balance of the Demand Loan during the period is the result of changes in the foreign currency exchange rate during the period.

8. CONVERTIBLE DEBT OBLIGATIONS

The Company’s convertible debt obligations are summarized below:

	March 31, 2019						December 31, 2018
	Principal		Interest [1]		Total		Principal		Interest [1]		Total
2010 Debt Obligations	$	-	$	287,932	$	287,932	$	-	$	279,735	$	279,735
Convertible Notes		1,221,854		98,067		1,319,921		1,251,854		75,013		1,326,867
Gaucho Notes		2,266,800		53,400		2,320,200		1,480,800		18,787		1,499,587
Total Debt Obligations	$	3,488,654	$	439,399	$	3,928,053	$	2,732,654	$	373,535	$	3,106,189

^[1] Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets.

During an offering that ended on September 30, 2010, IPG issued convertible notes with an interest rate of 8% and an amended maturity date of March 31, 2011 (the “2010 Debt Obligations”). During 2017, the Company repaid the remaining principal balance of $162,500, such that as of December 31, 2017, there is no principal balance owed on the 2010 Debt Obligations. Accrued interest of $287,932 and $279,735 owed on the 2010 Debt Obligations remained outstanding as of March 31, 2019 and December 31, 2018, respectively. The Company incurred interest expense of $8,197 and $9,153 during the three months ended March 31, 2019 and 2018, respectively, on the 2010 Debt Obligations. Accrued interest on the 2010 Debt Obligations is not convertible.

On December 31, 2017, the Company sold a convertible promissory note in the amount of $20,000 to an accredited investor. During 2018, the Company sold additional convertible promissory notes in the aggregate principal amount of $2,026,730 (together, the “Convertible Notes”). The Convertible Notes mature 90 days from the date of issuance, bear interest at 8% per annum and are convertible into the Company’s common stock at $0.63 per share, which represented a 10% discount to the price used for the sale of the Company’s common stock at the commitment date. The conversion option represented a beneficial conversion feature in the amount of $227,414 which was recorded as a debt discount with a corresponding credit to additional paid-in capital. Debt discount is amortized over the term of the loan using the effective interest method. During 2018, principal and interest of $794,875 and $15,000, respectively, were converted into 1,285,517 shares of common stock at a conversion price of $0.63 per share. During the three months ended March 31, 2019, the Company repaid principal and interest of $30,000 and $2,151, respectively. The Company incurred total interest expense of $25,205 and $4,225 related to this debt during the three months ended March 31, 2019 and 2018, respectively. The remaining principal balance owed on the Convertible Notes of $1,221,854 is past due as of March 31, 2019.

20

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During 2018, the Company’s subsidiary, Gaucho Group, Inc., sold convertible promissory notes in the amount of $1,480,800 to accredited investors. Between January 1, 2019 and March 12, 2019, Gaucho Group, Inc. sold convertible promissory notes in the amount of $786,000 to accredited investors (together, the “Gaucho Notes”). In January 2019, management of GG gave the option to the noteholders of extending the maturity date from December 31, 2018 to March 31, 2019 of their specific Gaucho Notes. The Gaucho Notes, as amended, bear interest at 7% per annum and mature and became due on March 31, 2019. All holders of Gaucho Notes agreed to extend the maturity date to March 31, 2019. The Gaucho Notes and related accrued interest are convertible into GG common stock at the option of the holder, at a price representing 20% discount to the share price in a future offering of GG common stock. The Company is currently in the process of obtaining consent to convert the Gaucho Notes into shares of common stock of GG at a price per share of $0.40. The Company incurred total interest expense of $34,615 related to the Gaucho Notes during the three months ended March 31, 2019.

9. RELATED PARTY TRANSACTIONS

Assets

Accounts receivable – related parties of $112,241 and $71,650 at March 31, 2019 and December 31, 2018, respectively, represent the net realizable value of advances made to related, but independent, entities under common management, of which $83,004 and $4,644 respectively, represents amounts owed to the Company in connection with expense sharing agreements as described below.

See Note 5 – Investments and Fair Value of Financial Instruments, for a discussion of the Company’s investment in warrants of a related, but independent, entity.

Expense Sharing

On April 1, 2010, the Company entered into an agreement with a related, but independent, entity under common management, of which GGH’s Chief Executive Officer (“CEO”) is Chairman and Chief Executive Officer, and GGH’s Chief Financial Officer (“CFO”) is Chief Financial Officer, to share expenses such as office space, support staff and other operating expenses. The agreement was amended on January 1, 2017 to reflect the current use of personnel, office space, professional services. During the three months ended March 31, 2019 and 2018, the Company recorded a contra-expense of $69,829 related to the reimbursement of general and administrative expenses as a result of the agreement. The entity owed $83,004 and $4,644, respectively, as of March 31, 2019 and December 31, 2018, under such and similar prior agreements.

The Company had an expense sharing agreement with a different related entity to share expenses such as office space and other clerical services which was terminated in August 2017. The owners of more than 5% of that entity include (i) GGH’s chairman, and (ii) a more than 5% owner of GGH. The entity owed $396,116 to the Company under the expense sharing agreement at each of March 31, 2019 and December 31, 2018, of which the entire balance is deemed unrecoverable and reserved.

10. BENEFIT CONTRIBUTION PLAN

The Company sponsors a 401(k) profit-sharing plan (“401(k) Plan”) that covers substantially all of its employees in the United States. The 401(k) Plan provides for a discretionary annual contribution, which is allocated in proportion to compensation. In addition, each participant may elect to contribute to the 401(k) Plan by way of a salary deduction. A participant is always fully vested in their account, including the Company’s contribution. For the three months ended March 31, 2019 and 2018, the Company recorded a charge associated with its contribution of $13,312 and $ 20,446, respectively. This charge has been included as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company issues shares of its common stock to settle prior year’s obligations based on the fair market value of its common stock on the date the shares are issued (shares were issued at $0.35 and $0.70 per share for the three months ended March 31, 2019 and 2018, respectively).

21

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11. TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY

Series B Preferred Stock

The Series B stockholders are entitled to cumulative cash dividends at an annual rate of 8% of the Series B liquidation value (equal to face value of $10 per share), as defined, payable when, as and if declared by the Board of Directors. Cumulative dividends earned by the Series B stockholders were $177,795 and $155,791 for the three months ended March 31, 2019 and 2018, respectively. Dividends payable of $85,223 are included in the current portion of other liabilities at March 31, 2019. Cumulative unpaid dividends in arrears related to the Series B totaled $721,099 and $546,335 as of March 31, 2019 and December 31, 2018, respectively.

Common Stock

Between February 8, 2019 and March 27, 2019, GGH sold a total of 2,527,857 shares of its common stock to accredited investors for total gross proceeds of $884,750.

On March 13, 2019, the Company issued 181,185 shares of common stock at $0.35 per share to employees for the year ended December 31, 2018 of the 401(k) profit sharing plan.

Accumulated Other Comprehensive Income (Loss)

For three months ended March 31, 2019 and 2018, the Company recorded $8,339 and $(285,609), respectively, of foreign currency translation adjustment as accumulated other comprehensive income (loss), primarily related to fluctuations in the Argentine peso to United States dollar exchange rates (see Note 3 – Summary of Significant Accounting Policies, Highly Inflationary Status in Argentina).

Warrants

A summary of warrants activity during the three months ended March 31, 2019 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Intrinsic Value
Outstanding, December 31, 2018		1,229,630			2.15
Issued		-			-
Exercised		-			-
Cancelled		(97,021	)		2.30
Outstanding, March 31, 2019		1,132,609		$	2.14		1.60	$	-
Exercisable, March 31, 2019		1,132,609		$	2.14		1.60	$	-

22

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

A summary of outstanding and exercisable warrants as of March 31, 2019 is presented below:

Warrants Outstanding					Warrants Exercisable
Exercise Price		Exercisable Into	Outstanding Number of Warrants		Weighted Average Remaining Life in Years		Exercisable Number of Warrants
$	2.00	Common Stock		741,879		1.8		741,879
$	2.30	Common Stock		202,423		0.4		202,423
$	2.50	Common Stock		188,307		2.0		188,307
		Total		1,132,609				1,132,609

Stock Options

On January 31, 2019, the Company granted five-year options for the purchase of 1,350,000 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 1,100,000 shares of the Company’s common stock were granted to certain employees of the Company, options for the purchase of 100,000 shares of the Company’s common stock were granted to certain members of the Board of Directors and options for the purchase of 150,000 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $0.385 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $200,092, which will be recognized ratably over the vesting period.

The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Assumptions used in applying the Black-Scholes option pricing model during the three months ended March 31, 2019 are as follows:

	For the Three Months Ended
	March 31,
	2019			2018
Risk free interest rate		2.43	%		2.56	%
Expected term (years)		3.6 - 5.0			5.0
Expected volatility		52.00	%		43.50	%
Expected dividends		0.00	%		0.00	%

The weighted average estimated fair value of the stock options granted during the three months ended March 31, 2019 was approximately $0.15 per share. The weighted average estimated fair value of the stock options granted during the three months ended March 31, 2018 was approximately $0.47 per share.

During the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense of $157,994 and $183,220, respectively, related to stock option grants, which is reflected as general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2019, there was $1,091,654 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.91 years.

23

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

A summary of options activity during the three months ended March 31, 2019 is presented below:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding, December 31, 2018		9,499,265			1.65
Granted		1,350,000			0.39
Exercised		-			-
Expired		(75,000	)		1.10
Forfeited		(225,000	)		1.10
Outstanding, March 31, 2019		10,549,265		$	1.50		2.6	$	-
Exercisable, March 31, 2019		5,696,780		$	2.16		1.2	$	-

The following table presents information related to stock options at March 31, 2019:

Options Outstanding				Options Exercisable
Exercise Price		Outstanding Number of Options		Weighted Average Remaining Life in Years		Exercisable Number of Options
$	0.39		1,350,000		-		-
$	0.54		1,500,000		-		-
$	0.77		1,320,000		3.9		330,000
$	1.10		1,070,000		3.6		334,380
$	2.20		3,071,890		1.2		2,813,025
$	2.48		2,237,375		0.4		2,219,375
			10,549,265		1.2		5,696,780

12. LEASES

The Company leases one corporate office through an operating lease agreement. The Company has an obligation for its corporate office located in New York, New York, through 2020. As of March 31, 2019, the lease had a remaining term of approximately 1.4 years. Over the duration of the lease, payments will escalate 3% every year.

As of March 31, 2019, the Company had no leases that were classified as a financing lease. As of March 31, 2019, the Company did not have additional operating and financing leases that have not yet commenced.

Total operating lease expenses for the three months ended March 31, 2019 was $57,816 and is recorded in general and administrative expenses on the condensed consolidated statements of operations. Total rent expense for the three months ended March 31, 2018 was $56,892 and is recorded in general and administrative expenses on the condensed consolidated statements of operations.

24

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Supplemental cash flows information related to leases was as follows:

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	59,499
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	361,020
Weighted Average Remaining Lease Term:
Operating leases		1.42 years
Weighted Average Discount Rate:
Operating leases		8.0	%

Future minimum payments under non-cancellable leases as of March 31, 2019 were as follows:

For the Years Ending December 31,	Amount
2019	$	180,877
2020		163,424
Total future minimum lease payments		344,301
Less: imputed interest		(20,312	)
Total	$	323,989

13. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. After consulting legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable.

14. SUBSEQUENT EVENTS

Management has evaluated all subsequent events to determine if events or transactions occurring through the date the condensed consolidated financial statements were issued, require adjustment to or disclosure in the accompanying condensed consolidated financial statements.

Common Stock

Between April 1, 2019 and May 9, 2019, GGH sold a total of 2,902,143 shares of its common stock to accredited investors for total gross proceeds of $1,015,750.

Foreign Currency Exchange Rates

The Argentine peso to United States dollar exchange rate was 45.213, 43.373 and 37.569 at May 09, March 31, 2019 and December 31, 2018, respectively.

The British pound to United States dollar exchange rate was 0.7687, 0.7679 and 0.7851 at May 09, March 31, 2019 and December 31, 2018, respectively.

25

Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm’s report on the Company’s consolidated financial statements as of December 31, 2018, and for each of the years in the two-year period then ended, includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.

Unless the context requires otherwise, references in this document to “GGH”, “we”, “our”, “us” or the “Company” are to Gaucho Group Holdings, Inc. and its subsidiaries.

Overview

We are an integrated, lifestyle related real estate development company, capitalizing on our unique brand of affordable luxury, branded as “Algodon”, to create a diverse set of interrelated products and services. Our wines, hotels and real estate ventures, currently concentrated in Argentina, offer a blend of high-end, luxury and adventures products. We hope to further broaden the reach and depth of our services to strengthen and cement the reach of our brand. Ultimately, we intend to further expand and grow our business by combining unique and promising opportunities with our brand and clientele.

Through our subsidiaries, we currently operate Algodon Mansion, a Buenos Aires-based luxury boutique hotel property and we have redeveloped, expanded and repositioned a winery and golf resort property called Algodon Wine Estates for subdivision of a portion of this property for residential development.

Investment in foreign real estate requires consideration of certain risks typically not associated with investing in the United States. Such risks include, trade balances and imbalances and related economic policies, unfavorable currency exchange rate fluctuations, imposition of exchange control regulation by the United States or foreign governments, United States and foreign withholding taxes, limitations on the removal of funds or other assets, policies of governments with respect to possible nationalization of their industries, political difficulties, including expropriation of assets, confiscatory taxation and economic or political instability in foreign nations or changes in laws which affect foreign investors.

26

Recent Developments and Trends

In 2016, GGH formed a new wholly-owned subsidiary, Gaucho Group Inc. (“GG”), and in 2019, the entity became active in the manufacture and sale of high-end fashion and accessories in Argentina. As of March 31, 2019, GG was still in the final stage of development and not yet operational. GGH’s senior management is based in its corporate offices in New York City. GGH’s local operations are managed by professional staff with substantial hotel, hospitality and resort experience in Buenos Aires and San Rafael, Argentina.

Financings

During the three months ended March 31, 2019, we raised, net of repayments, approximately $1.6 million of new capital including $0.7 million through the issuance convertible debt and $0.9 million through the issuance of equity (common stock). We used the net proceeds from these issuances for general working capital and capital expenditures.

Liquidity

As reflected in our accompanying condensed consolidated financial statements, we have generated significant losses which have resulted in a total accumulated deficit of approximately $82,623,456, raising substantial doubt that we will be able to continue operations as a going concern. Our independent registered public accounting firm included an explanatory paragraph in their report for the years ended December 31, 2018 and 2017, stating that we have incurred significant losses and need to raise additional funds to meet our obligations and sustain our operations. Our ability to execute our business plan is dependent upon our generating cash flow and obtaining additional debt or equity capital sufficient to fund operations. If we are able to obtain additional debt or equity capital (of which there can be no assurance), we hope to acquire additional management as well as increase the marketing of our products and continue the development of our real estate holdings.

Our business strategy may not be successful in addressing these issues and there can be no assurance that we will be able to obtain any additional capital. If we cannot execute our business plan on a timely basis (including acquiring additional capital), our stockholders may lose their entire investment in us, because we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and we could ultimately be forced to discontinue our operations, liquidate and/or seek reorganization under the U.S. bankruptcy code.

Consolidated Results of Operations

Three months March 31, 2019 compared to three months ended March 31, 2018

Overview

We reported net losses of approximately $1.4 million for the three months ended March 31, 2019 and 2018.

Revenues

Revenues were approximately $440,000 and $1,278,000 during the three months ended March 31, 2019 and 2018, respectively, representing a decrease of $838,000 or 66%. Decreases in real estate lot revenue of approximately $800,000 and decreases of approximately $516,000 resulting from the impact of the decline in the value of the Argentine peso vis-à-vis the U.S. dollar for the three months ended March 31, 2019 compared to the three months ended March 31, 2018, were partially offset by approximately $349,000 increase in hotel and restaurant revenues.

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Gross profit

We generated a gross profit of approximately $212,000 for the three months ended March 31, 2019 as compared to a gross profit of approximately $702,000 for the three months ended March 31, 2018, representing a decrease of $490,000 or 70%. Cost of sales, which consists of real estate lots, raw materials, direct labor and indirect labor associated with our business activities, decreased by approximately $347,000 from $576,000 for the three months ended March 31, 2018 to $229,000 for the three months ended March 31, 2019. The decrease in cost of sales results primarily from the impact of the decline in the value of the Argentine peso vis-à-vis the U.S. dollar and a decrease in cost of sales as a result of the decrease in revenues.

Selling and marketing expenses

Selling and marketing expenses were approximately $111,000 and $98,000 for the three months ended March 31, 2019 and 2018, respectively, representing an increase of $13,000 or 30% in 2019, primarily resulting from the Gaucho Group marketing event held in the first quarter of 2019.

General and administrative expenses

General and administrative expenses were approximately $1,378,000 and $1,952,000 for the three months ended March 31, 2019 and 2018, respectively, representing a decrease of $574,000 or 29%. The decrease resulted from decreases of approximately $60,000 in professional fees, approximately $80,000 in shareholder travel expenses, and approximately $207,000 resulting from the decline in the value of the Argentine peso vis-à-vis the U.S. dollar for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

Depreciation and amortization expense

Depreciation and amortization expense was approximately $50,000 and $7,000 during the three months ended March 31, 2019 and 2018, respectively, representing an increase of $43,000.

Interest expense, net

Interest expense, net was approximately $122,000 and $70,000 during the three months ended March 31, 2019 and 2018, respectively, representing an increase of $52,000 or 74%. The increase is primarily due to the increase in debt principal outstanding during the period.

Liquidity and Capital Resources

We measure our liquidity a variety of ways, including the following:

	March 31, 2019			December 31, 2018
Cash	$	63,912		$	58,488
Working Captial (Deficiency)	$	(4,480,708	)	$	(4,188,924	)

Based upon our working capital deficiency as of March 31, 2019, we require additional equity and/or debt financing in order to sustain operations. These conditions raise substantial doubt about our ability to continue as a going concern.

28

We have relied primarily on debt and equity private placement offerings to third party independent, accredited investors to sustain operations. During the three months ended March 31, 2019, we received proceeds of $786,000 from the issuance of convertible debt. We also received approximately $885,000 of proceeds from the sale of common stock.

Between April 1, 2019 and May 9, 2019, GGH sold a total of 2,902,143 shares of its common stock to accredited investors for total gross proceeds of $1,015,750.

The proceeds from these financing activities were used to fund our existing operating deficits, legal and accounting expenses associated with being a public company, capital expenditures associated with our real estate development projects, enhanced marketing efforts to increase revenues and the general working capital needs of the business.

Availability of Additional Funds

As a result of the above developments, we have been able to sustain operations. However, we will need to raise additional capital in order to meet our future liquidity needs for operating expenses, capital expenditures for the winery expansion and to further invest in our real estate development. If we are unable to obtain adequate funds on reasonable terms, we may be required to significantly curtail or discontinue operations.

Sources and Uses of Cash for the Three months ended March 31, 2019 and 2018

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2019 and 2018 amounted to approximately $1,583,000 and $1,192,000, respectively. During the three months ended March 31, 2019, the net cash used in operating activities was primarily attributable to the net loss of approximately $1,401,000, adjusted for approximately $234,000 of net non-cash expenses, and approximately $416,000 of cash provided by changes in the levels of operating assets and liabilities. During the three months ended March 31, 2018, the net cash used in operating activities was primarily attributable to the net loss of approximately $1,425,000, adjusted for approximately $194,000 of net non-cash expenses, and approximately $39,000 of cash provided by changes in the levels of operating assets and liabilities.

Net Cash Used in Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2019 and 2018 amounted to approximately $18,000 and $234,000, respectively. Cash used in investing activities during the three months ended March 31, 2019 and 2018, respectively, resulted entirely from the purchase of property and equipment.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2019 and 2018 amounted to approximately $1,598,000 and $1,719,000, respectively. For the three months ended March 31, 2019, the net cash provided by financing activities resulted primarily from approximately $786,000 of proceeds from convertible debt obligations and approximately $885,000 of proceeds from common stock offerings, partially offset by debt and loan repayments of approximately $73,000. For the three months ended March 31, 2018, the net cash provided by financing activities resulted primarily from approximately $1,220,000 of proceeds from convertible debt obligations and approximately $525,000 of proceeds from the issuance of loans payable, partially offset by loan repayments of approximately $26,000.

29

Going Concern and Management’s Liquidity Plans

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As discussed in Note 2 to the accompanying condensed consolidated financial statements, we have not achieved a sufficient level of revenues to support our business and development activities and have suffered substantial recurring losses from operations since our inception, which conditions raise substantial doubt that we will be able to continue operations as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

Based on current cash on hand and subsequent activity as described herein, we may not have sufficient funds to operate our business operations for the next twelve months. While we are exploring opportunities with third parties and related parties to provide some or all of the capital we need over the short and long terms, we have not entered into any external agreement to provide us with the necessary capital. Historically, the Company has been successful in raising funds to support our capital needs. If we are unable to obtain additional financing on a timely basis, we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue our operations, liquidate and/or seek reorganization under the U.S. bankruptcy code. As a result, our auditors have issued a going concern opinion in conjunction with their audits of our December 31, 2018 and 2017 consolidated financial statements.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

As a smaller reporting company, we are not required to provide the information requested by paragraph (a)(5) of this Item.

Critical Accounting Policies and Estimates

There are no material changes from the critical accounting policies, estimates and new accounting pronouncements set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K filed with the SEC on April 1, 2019. Please refer to that document for disclosures regarding the critical accounting policies related to our business. 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4: Controls and Procedures

Disclosure Controls and Procedures

Our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (who is our Principal Executive Officer) and our Chief Financial Officer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of March 31, 2019, pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2019.

30

Changes in Internal Control over Financial Reporting

Effective January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”). ASC 842 requires management to make significant judgments and estimates. As a result, we implemented changes to our internal controls related to lease evaluation for the three months ended March 31, 2019. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, management has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements.

Except as stated above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time GGH and its subsidiaries and affiliates are subject to litigation and arbitration claims incidental to its business. Such claims may not be covered by its insurance coverage, and even if they are, if claims against GGH and its subsidiaries are successful, they may exceed the limits of applicable insurance coverage

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 1, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuances of Shares, Options and Warrants

Between January 1, 2019 and March 12, 2019, the Company sold convertible promissory notes in the amount of $786,000 to accredited investors (the “Gaucho Notes”). In January 2019, management of GG gave the option to the noteholders of extending the maturity date from December 31, 2018 to March 31, 2019 of their specific Gaucho Notes. The Gaucho Notes, as amended, bear interest at 7% per annum and mature and became due on March 31, 2019. All holders of Gaucho Notes agreed to extend the maturity date to March 31, 2019. The Company is currently in the process of obtaining consent to convert the Gaucho Notes into shares of common stock of GG at a price per share of $0.40. The Gaucho Notes and related accrued interest are convertible into GG common stock at the option of the holder, at a price representing 20% discount to the share price in a future offering of GG common stock. No general solicitation was used, no commissions were paid, and Gaucho Group relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, in connection with the sales. A Form D was filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2018, an amended Form D was filed on November 20, 2018, and amended Form D was filed on December 10, 2018, an amended Form D was filed on January 17, 2019, an amended Form D was filed on February 8, 2019, and another amended Form D was filed on February 21, 2019.

Between February 8, 2019 and March 27, 2019, GGH sold a total of 2,527,857 shares of its common stock to accredited investors for total gross proceeds of $884,750. No general solicitation was used, no commissions were paid, and we relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, in connection with the sales. A Form D was be filed with the SEC on April 22, 2019, and an amended Form D was filed on May 6, 2019.

On March 13, 2019, the Company issued 181,185 shares of common stock at $0.35 per share to employees for the year ended December 31, 2018 of the 401(k) profit sharing plan. For these sales of securities, no general solicitation was used and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.

On January 31, 2019, the Company granted options for the purchase of 1,350,000 shares of common stock at an exercise price of $0.385 per share to certain employees and consultants under the 2018 Stock Option Plan. For these sales of securities, no general solicitation was used and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.

32

Between April 1, 2019 and May 9, 2019, the Company sold 2,902,143 shares of its common stock to accredited investors for total gross proceeds of $1,015,750. No general solicitation was used, no commissions were paid, and the Company relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, in connection with the sales. A Form D was filed with the SEC on April 22, 2019, an amended Form D was filed on May 6, 2019, and an amended Form D will be filed after the filing of this Quarterly Report.

Other than as set forth herein or in the Company’s current reports on Form 8-K, there have not been any sales of unregistered securities.

Item 3. Defaults upon Senior Securities 

On March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). The loan bears interest at 24.18% per annum and is due on March 1, 2021. Principal and interest will be paid in forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. During 2018, the Company defaulted on certain 2017 Loan payments, and as a result, the 2017 Loan is currently payable upon demand.

On January 25, 2018 the Company received a bank loan in the amount of $525,000 (the “2018 Loan”), denominated in U.S. dollars. The loan bears interest at 6.75% per annum and is due on January 25, 2023. Principal and interest will be paid in 60 equal monthly installments of $10,311, beginning on February 23, 2018. During 2018, the Company defaulted on certain 2018 Loan payments, and as a result, the 2018 Loan is currently payable upon demand.

On December 31, 2017, the Company sold a convertible promissory note in the amount of $20,000 to an accredited investor. During 2018, the Company sold additional convertible promissory notes in the aggregate principal amount of $2,026,730 (together, the “Convertible Notes”). The Convertible Notes mature 90 days from the date of issuance, bear interest at 8% per annum and are convertible into the Company’s common stock at $0.63 per share, which represented a 10% discount to the price used for the sale of the Company’s common stock at the commitment date. During 2018, principal and interest of $794,875 and $15,000, respectively, were converted into 1,285,517 shares of common stock at a conversion price of $0.63 per share. During the three months ended March 31, 2019, the Company repaid principal and interest of $30,000 and $2,151, respectively. The Company incurred total interest expense of $25,205 and $4,225 related to this debt during the three months ended March 31, 2019 and 2018, respectively. The remaining principal balance owed on the Convertible Notes of $1,221,854 is past due as of March 31, 2019.

As noted above in Item 2, the Gaucho Notes were due as of March 31, 2019.

Item 4. Mine and Safety Disclosure

Not applicable.

Item 5. Other Information

None.

33

Item 6. Exhibits

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit	Description
3.1	Amended and Restated Certificate of Incorporation filed September 30, 2013 (1)
3.2	Amended and Restated Bylaws (1)
4.1	Amended and Restated Certificate of Designation of the Series A Preferred filed September 30, 2013 (1)
4.2	Amendment No. 1 to the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock, dated February 28, 2017 (3)
4.3	Certificate of Designation of Series B Convertible Preferred Stock, dated February 28, 2017 (3)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
32	Certification of Chief Financial Officer pursuant to 18 U.S. C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act**
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

(1)	Incorporated by reference from the Company’s Registration of Securities Pursuant to Section 12(g) on Form 10 dated May 14, 2014.
(2)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2017.
(3)	Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 2, 2017.
*	Filed herewith.
**	Furnished and not filed herewith.

34

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 15, 2019	GAUCHO GROUP HOLDINGS, INC.
	By:	/s/ Scott L. Mathis
		Scott L. Mathis
		Chief Executive Officer
	By:	/s/ Maria Echevarria
		Maria Echevarria
		Chief Financial Officer and Chief Operating Officer

35

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

I, Scott L. Mathis, certify that: 

1.	I have reviewed this quarterly report on Form 10-Q of Gaucho Group Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 15, 2019		/s/ Scott L. Mathis
	Name:	Scott L. Mathis
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

I, Maria Echevarria, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Gaucho Group Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 15, 2019		/s/ Maria Echevarria
	Name:	Maria I. Echevarria
	Title:	Chief Financial Officer
		(Principal Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gaucho Group Holdings, Inc. (the “Company’s Quarterly Report”) on Form 10-Q for the period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott L. Mathis, as Chief Executive Officer and principal executive officer and Maria I. Echevarria, as Chief Financial Officer and principal financial officer of the Company hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge and belief, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Scott L. Mathis

Scott L. Mathis

Chief Executive Officer and Principal Executive Officer

Dated: May 15, 2019

/s/ Maria I. Echevarria

Maria I. Echevarria

Chief Financial Officer and Principal Financial Officer

Dated: May 15, 2019

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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	Mar. 31, 2019	May 10, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	Gaucho Group Holdings, Inc.
Entity Central Index Key	0001559998
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		52,349,718
Trading Symbol	VINO
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets
Cash	$ 63,912	$ 58,488
Accounts receivable, net	537,854	457,745
Accounts receivable - related parties, net of allowance of $514,087 at each of March 31, 2019 and December 31, 2018	112,241	71,650
Advances to employees	281,783	281,783
Inventory	1,290,540	1,033,895
Real estate lots held for sale	120,826	139,492
Operating lease right-of-use asset, current portion	214,453
Prepaid expenses and other current assets	123,719	193,360
Total Current Assets	2,745,328	2,236,413
Long Term Assets
Property and equipment, net	2,940,506	2,972,364
Operating lease right-of-use asset, non-current portion	92,862
Prepaid foreign taxes, net	408,163	369,590
Investment - related parties	7,133	7,840
Deposits	61,284	61,284
Total Assets	6,255,276	5,647,491
Current Liabilities
Accounts payable	439,311	497,817
Accrued expenses, current portion	1,154,863	1,185,367
Deferred revenue	1,026,211	1,038,492
Operating lease liabilities, current portion	225,348
Loans payable, current portion, net of debt discount	806,427	871,106
Convertible debt obligations, net of debt discount	3,488,654	2,732,654
Current portion of other liabilities	85,222	99,901
Total Current Liabilities	7,226,036	6,425,337
Long Term Liabilities
Accrued expenses, non-current portion	47,404	57,786
Operating lease liabilities, non-current portion	98,641
Loans payable, non-current portion, net of debt discount	240,077	234,791
Total Liabilities	7,612,158	6,717,914
Commitments and Contingencies
Series B convertible redeemable preferred stock, par value $0.01 per share, 902,670 shares authorized, issued and outstanding at March 31, 2019 and December 31, 2018, respectively. Liquidation preference of $9,833,022 at March 31, 2019.	9,026,824	9,026,824
Stockholders' Deficiency
Common stock, par value $0.01 per share; 80,000,000 shares authorized; 49,447,575 and 46,738,533 shares issued and 49,397,042 and 46,688,000 shares outstanding as of March 31, 2019 and December 31, 2018, respectively.	494,475	467,384
Additional paid-in capital	84,893,510	83,814,442
Accumulated other comprehensive loss	(13,101,880)	(13,110,219)
Accumulated deficit	(82,623,456)	(81,222,499)
Treasury stock, at cost, 50,533 shares at March 31, 2019 and December 31, 2018	(46,355)	(46,355)
Total Stockholders' Deficiency	(10,383,706)	(10,097,247)
Total Liabilities, Temporary Equity and Stockholders' Deficiency	6,255,276	5,647,491
Series A Convertible Preferred Stock [Member]
Stockholders' Deficiency
Preferred stock, 11,000,000 shares authorized: Series A convertible preferred stock, par value $0.01 per share; 10,097,330 shares authorized; no shares are available for issuance.

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Series B convertible redeemable preferred stock, par value	$ 0.01	$ 0.01
Series B convertible redeemable preferred stock, shares authorized	902,670	902,670
Series B convertible redeemable preferred stock, shares issued	902,670	902,670
Series B convertible redeemable preferred stock, shares outstanding	902,670	902,670
Liquidation preference	$ 9,833,022
Preferred stock, shares authorized	11,000,000	11,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares issued	49,447,575	46,738,533
Common stock, shares outstanding	49,397,042	46,688,000
Treasury stock, shares	50,533	50,533
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,097,330	10,097,330
Preferred stock, shares issued
Related Party [Member]
Allowance for doubtful accounts	$ 514,087	$ 514,087

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Sales	$ 440,495	$ 1,277,923
Cost of sales	(228,610)	(575,962)
Gross profit	211,885	701,961
Operating Expenses
Selling and marketing	111,438	97,902
General and administrative	1,377,724	1,952,275
Depreciation and amortization	49,580	6,739
Total operating expenses	1,538,742	2,056,916
Loss from Operations	(1,326,857)	(1,354,955)
Other Expense (Income)
Interest expense, net	121,623	70,159
Gain on foreign currency translation	(47,523)
Total other expense	74,100	70,159
Net Loss	(1,400,957)	(1,425,114)
Series B preferred stock dividends	(177,795)	(155,791)
Net Loss Attributable to Common Stockholders	$ (1,578,752)	$ (1,580,905)
Net loss per common share	$ (0.03)	$ (0.04)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted	47,818,263	43,086,927

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Net Loss	$ (1,400,957)	$ (1,425,114)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments	8,339	(285,609)
Total Comprehensive Loss	$ (1,392,618)	$ (1,710,723)

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Condensed Consolidated Statement of Changes in Temporary Equity and Stockholders' Deficiency (Unaudited) - USD ($)	Series B Convertible Redeemable Preferred Stock [Member]	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Balance beginning at Dec. 31, 2017	$ 9,026,824	$ 430,674	$ (14,070)	$ 80,902,967	$ (10,795,810)	$ (75,544,081)	$ (5,020,320)
Balance beginning, shares at Dec. 31, 2017	902,670	43,067,546	4,411
Common stock issued in satisfaction of 401(k) profit sharing liability		$ 1,163		80,236			81,399
Common stock issued in satisfaction of 401(k) profit sharing liability, shares		116,284
Options and warrants				183,220			183,220
Net loss						(1,425,114)	(1,425,114)
Other comprehensive loss					(285,609)		(285,609)
Balance ending at Mar. 31, 2018	$ 9,026,824	$ 431,837	$ (14,070)	81,166,423	(11,081,419)	(76,969,195)	(6,466,424)
Balance ending, shares at Mar. 31, 2018	902,670	43,183,830	4,411
Balance beginning at Dec. 31, 2018	$ 9,026,824	$ 467,384	$ (46,355)	83,814,442	(13,110,219)	(81,222,499)	(10,097,247)
Balance beginning, shares at Dec. 31, 2018	902,670	46,738,533	50,533
Common stock issued in satisfaction of 401(k) profit sharing liability		$ 1,812		61,603			63,415
Common stock issued in satisfaction of 401(k) profit sharing liability, shares		181,185
Options and warrants				157,994			157,994
Common stock issued for cash		$ 25,279		859,471			884,750
Common stock issued for cash, shares		2,527,857
Net loss						(1,400,957)	(1,400,957)
Other comprehensive loss					8,339		8,339
Balance ending at Mar. 31, 2019	$ 9,026,824	$ 494,475	$ (46,355)	$ 84,893,510	$ (13,101,880)	$ (82,623,456)	$ (10,383,706)
Balance ending, shares at Mar. 31, 2019	902,670	49,447,575	50,533

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows from Operating Activities
Net loss	$ (1,400,957)	$ (1,425,114)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation: 401(k) stock	13,312	20,446
Stock-based compensation: Options and warrants	157,994	183,220
Gain on foreign currency translation	(47,523)
Net realized and unrealized investment losses	707	1,628
Depreciation and amortization	49,580	6,739
ROU asset amortization	53,705
Amortization of debt discount	6,495	9,636
Provision for uncollectible assets		(27,874)
Decrease (increase) in assets:
Accounts receivable	(197,209)	604,905
Inventory	(237,979)	(26,706)
Prepaid expenses and other current assets	31,065	(42,932)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses	52,081	225,147
Changes in operating lease liabilities	(37,031)
Deferred revenue	(12,281)	(720,454)
Other liabilities	(14,679)	(527)
Total Adjustments	(181,763)	233,228
Net Cash Used in Operating Activities	(1,582,720)	(1,191,886)
Cash Flows from Investing Activities
Purchase of property and equipment	(17,772)	(233,544)
Net Cash Used in Investing Activities	(17,772)	(233,544)
Cash Flows from Financing Activities
Proceeds from loans payable		525,000
Repayments of loans payable	(43,226)	(26,053)
Proceeds from convertible debt obligations	786,000	1,219,704
Repayments of debt obligations	(30,000)
Proceeds from common stock offering	884,750
Net Cash Provided by Financing Activities	1,597,524	1,718,651
Effect of Exchange Rate Changes on Cash	8,392	(330,956)
Net Increase (Decrease) in Cash	5,424	(37,735)
Cash - Beginning of Period	58,488	358,303
Cash - End of Period	63,912	320,568
Supplemental Disclosures of Cash Flow Information:
Interest paid	80,513	45,786
Income taxes paid
Non-Cash Investing and Financing Activity
Accrued stock based compensation converted to equity	$ 63,415	$ 81,399

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Organization

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. ORGANIZATION

Through its wholly-owned subsidiaries, Gaucho Group Holdings, Inc. (“Company”, “GGH”), a Delaware corporation that was incorporated on April 5, 1999, currently invests in, develops and operates international real estate projects. Effective October 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc.

As wholly-owned subsidiaries of GGH, InvestProperty Group, LLC (“IPG”) and Algodon Global Properties, LLC (“AGP”) operate as holding companies that invest in, develop and operate global real estate and other lifestyle businesses such as wine production and distribution, golf, tennis, and restaurants. GGH operates its properties through its ALGODON® brand. IPG and AGP have invested in two ALGODON® brand projects located in Argentina. The first project is Algodon Mansion, a Buenos Aires-based luxury boutique hotel property that opened in 2010 and is owned by the Company’s subsidiary, The Algodon – Recoleta, SRL (“TAR”). The second project is the redevelopment, expansion and repositioning of a Mendoza-based winery and golf resort property now called Algodon Wine Estates (“AWE”), the integration of adjoining wine producing properties, and the subdivision of a portion of this property for residential development. GGH’s wholly owned subsidiary Algodon Europe, Ltd., is a United Kingdom wine distribution company. GGH’s wholly owned subsidiary, Gaucho Group, Inc. (“GG”) is in the final stages of development for the manufacture, distribution and sale of high-end luxury fashion and accessories through an e-commerce platform.

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Going Concern and Management's Liquidity Plans

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Management's Liquidity Plans

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company incurred losses of $1,400,957 and $1,425,114 during the three months ended March 31, 2019 and 2018, respectively. The Company has an accumulated deficit of $82,623,456 at March 31, 2019. Cash used in operating activities was $1,582,720 and $1,191,886 during the three months ended March 31, 2019 and 2018, respectively. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company needs to raise additional capital in order to continue to pursue its business objectives. The Company funded its operations during the three months ended March 31, 2019 through the proceeds from convertible debt obligations of $786,000 and proceeds from the sale of common stock for net proceeds of $884,750. The Company repaid loans payable of $43,226 and debt obligations of $30,000, during the three months ended March 31, 2019.

If the Company is not able to obtain additional sources of capital, it may not have sufficient funds to continue to operate the business for twelve months from the date these financial statements are issued. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. Further, there is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2019, and for the three months ended March 31, 2019 and 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated financial statements.

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets.

Segment Information

The Financial Accounting Standards Board (“FASB”) has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GG is not yet operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment.

Highly Inflationary Status in Argentina

The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018.

For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in income (loss) on foreign currency translation on the accompanying statements of operations. During the three months ended March 31, 2019, the Company recorded a $47,523 gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the three months ended March 31, 2019, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of shareholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings.

Concentrations

The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Argentina bank accounts. There were aggregate uninsured cash balances of $41,975 and $48,929 at March 31, 2019 and December 31, 2018, respectively, which represents cash held in Argentine bank accounts.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required.

The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The following table summarizes the revenue recognized in the Company’s condensed statements of operations:

	For The Three Months Ended
	March 31,
	2019		2018
Real estate sales	$	-	$	799,854
Hotel room and events		259,620		223,568
Restaurants		65,923		90,097
Winemaking		90,542		139,396
Golf, tennis and other		24,410		25,008
	$	440,495	$	1,277,923

Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services.

During the three months ended March 31, 2019 the Company recognized $0 of revenues related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the three months ended March 31, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance.

As of March 31, 2019 and December 31, 2018, the Company had deferred revenue of $981,364 and $995,327, respectively, associated with real estate lot sale deposits, and had $44,847 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the condensed consolidated statements of operations.

Net Loss per Common Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	March 31,
	2019		2018
Options		10,549,265		10,312,926
Warrants		1,132,609		1,389,179
Series B convertible preferred stock		9,026,700		9,026,700
Convertible debt (1)		7,654,070		-
Total potentially dilutive shares		28,362,644		20,728,805

(1) At March 31, 2018, $1,239,704 of convertible debt is convertible into common stock at a 10% discount to the price used for the sale of the of the Company’s common stock in a future private placement offering.

Operating Leases

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available.

The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation for the three months ended March 31, 2019. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of 361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required.

New Accounting Pronouncements

In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. The effective date of those amendments is for fiscal years beginning after December 15, 2019. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited condensed consolidated financial statements and financial statement disclosures.

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Inventory

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventory

4. INVENTORY

Inventory at March 31, 2019 and December 31, 2018 is comprised of the following:

	March 31, 2019		December 31, 2018
Vineyard in process	$	312,282	$	232,436
Wine in process		755,911		747,862
Finished wine		52,451		11,003
Clothing and accessories		132,133		-
Other		37,763		42,594
	$	1,290,540	$	1,033,895

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Investments and Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Investments and Fair Value of Financial Instruments

5. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company retained certain affiliate warrants which are marked to market at each reporting date using the Black-Scholes option pricing model. The Company recorded unrealized losses on the affiliate warrants of $707 and $1,628 during the quarter ended March 31, 2019 and 2018, respectively, which are included in revenues on the accompanying condensed consolidated statements of operations

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or developed by the Company. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1 - Valued based on quoted prices at the measurement date for identical assets or liabilities trading in active markets. Financial instruments in this category generally include actively traded equity securities.

Level 2 - Valued based on (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) from market corroborated inputs. Financial instruments in this category include certain corporate equities that are not actively traded or are otherwise restricted.

Level 3 - Valued based on valuation techniques in which one or more significant inputs is not readily observable. Included in this category are certain corporate debt instruments, certain private equity investments, and certain commitments and guarantees.

Investments – Related Parties at Fair Value

As of March 31, 2019	Level 1		Level 2		Level 3		Total
Warrants- Affiliates	$	-	$	-	$	7,133	$	7,133

As of December 31, 2018	Level 1		Level 2		Level 3		Total
Warrants- Affiliates	$	-	$	-	$	7,840	$	7,840

A reconciliation of Level 3 assets is as follows:

	Warrants
Balance - December 31, 2018	$	7,840
Unrealized loss		(707	)
Balance - March 31, 2019	$	7,133

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Accrued Expenses

3 Months Ended

Mar. 31, 2019

Accrued Liabilities [Abstract]

Accrued Expenses

6. ACCRUED EXPENSES

Accrued expenses are comprised of the following:

	March 31, 2019		December 31, 2018
Accrued compensation and payroll taxes	$	127,318	$	149,019
Accrued taxes payable - Argentina		282,504		292,535
Accrued interest		451,917		404,239
Other accrued expenses		293,124		339,574
Accrued expenses, current		1,154,863		1,185,367
Accrued payroll tax obligations, non-current		47,404		57,786
Total accrued expenses	$	1,202,267	$	1,243,153

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Loans Payable

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Loans Payable

7. LOANS PAYABLE

The Company’s loans payable are summarized below:

	March 31, 2019							December 31, 2018
	Gross Principal Amount		Debt Discount			Loans Payable,  Net of Debt Discount		Gross Principal Amount		Debt Discount			Loans Payable,  Net of Debt Discount
Demand Loan	$	9,222	$	-		$	9,222	$	10,647	$	-		$	10,647
2018 Loan		433,460		-			433,460		464,739		-			464,739
2017 Loan		135,336		-			135,336		168,609		-			168,609
Land Loan		500,000		(31,514	)		468,486		500,000		(38,098	)		461,902
Total Loans Payable		1,078,018		(31,514	)		1,046,504		1,143,995		(38,098	)		1,105,897
Less: current portion		828,019		(21,592	)		806,427		893,995		(22,889	)		871,106
Loans Payable, non-current	$	249,999	$	(9,922	)	$	240,077	$	250,000	$	(15,209	)	$	234,791

On March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). The loan bears interest at 24.18% per annum and is due on March 1, 2021. Principal and interest will be paid in forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. The Company incurred interest expense of $23,404 and $26,508 on this loan during the three months ended March 31, 2019 and 2018, respectively. During 2018, the Company defaulted on certain 2017 Loan payments, and as a result, the 2017 Loan is currently payable upon demand. Of the decrease in principal of $33,273 on the 2017 Loan during the three months ended March 31, 2019, $12,035 resulted from principal payments made and $21,238 resulted from the effect of fluctuations in the foreign currency exchange rate during the period.

On August 19, 2017, the Company purchased 845 hectares of land adjacent to its existing property at AWE. The Company paid $100,000 at the date of purchase and executed a note payable in the amount of $600,000 (the “Land Loan”) with a stated interest rate of 0% and with quarterly payments of $50,000 beginning on December 18, 2017 and ending August 18, 2021. At the date of purchase, the Company took possession of the property, with full use and access, and will receive the deed to the property after $400,000 of the purchase price has been paid. The Company imputed interest on the note at 7% per annum and recorded a discounted note balance of $517,390 on August 19, 2017. Amortization of the note discount in the amount of $6,495 and $9,636 for the three months ended March 31, 2019 and 2018, respectively, is recorded as interest expense on the accompanying condensed consolidated statements of operations. The balance on the note was $468,486, net of debt discount of $31,514 on March 31, 2019, of which $228,409 (net of discount of $21,592) is included in loans payable, net, current and $240,077 (net of discount of $9,923) is included in loans payable, net, non-current in the accompanying condensed consolidated balance sheets.

On January 25, 2018 the Company received a bank loan in the amount of $525,000 (the “2018 Loan”), denominated in U.S. dollars. The loan bears interest at 6.75% per annum and is due on January 25, 2023. Principal and interest will be paid in 60 equal monthly installments of $10,311, beginning on February 23, 2018. During 2018, the Company defaulted on certain 2018 Loan payments, and as a result, the 2018 Loan is currently payable upon demand. The Company incurred interest expense of $7,563 and $5,769 on this loan during the three months ended March 31, 2019 and 2018, respectively.

On June 4, 2018 the Company received a loan in the amount of $55,386 (ARS $1,600,000) which bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly. The Company incurred interest expense on this loan of $3,360 during the three months ended March 31, 2019. The decrease in the principal balance of the Demand Loan during the period is the result of changes in the foreign currency exchange rate during the period.

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Convertible Debt Obligations

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Convertible Debt Obligations

8. CONVERTIBLE DEBT OBLIGATIONS

The Company’s convertible debt obligations are summarized below:

	March 31, 2019						December 31, 2018
	Principal		Interest [1]		Total		Principal		Interest [1]		Total
2010 Debt Obligations	$	-	$	287,932	$	287,932	$	-	$	279,735	$	279,735
Convertible Notes		1,221,854		98,067		1,319,921		1,251,854		75,013		1,326,867
Gaucho Notes		2,266,800		53,400		2,320,200		1,480,800		18,787		1,499,587
Total Debt Obligations	$	3,488,654	$	439,399	$	3,928,053	$	2,732,654	$	373,535	$	3,106,189

^[1] Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets.

During an offering that ended on September 30, 2010, IPG issued convertible notes with an interest rate of 8% and an amended maturity date of March 31, 2011 (the “2010 Debt Obligations”). During 2017, the Company repaid the remaining principal balance of $162,500, such that as of December 31, 2017, there is no principal balance owed on the 2010 Debt Obligations. Accrued interest of $287,932 and $279,735 owed on the 2010 Debt Obligations remained outstanding as of March 31, 2019 and December 31, 2018, respectively. The Company incurred interest expense of $8,197 and $9,153 during the three months ended March 31, 2019 and 2018, respectively, on the 2010 Debt Obligations. Accrued interest on the 2010 Debt Obligations is not convertible.

On December 31, 2017, the Company sold a convertible promissory note in the amount of $20,000 to an accredited investor. During 2018, the Company sold additional convertible promissory notes in the aggregate principal amount of $2,026,730 (together, the “Convertible Notes”). The Convertible Notes mature 90 days from the date of issuance, bear interest at 8% per annum and are convertible into the Company’s common stock at $0.63 per share, which represented a 10% discount to the price used for the sale of the Company’s common stock at the commitment date. The conversion option represented a beneficial conversion feature in the amount of $227,414 which was recorded as a debt discount with a corresponding credit to additional paid-in capital. Debt discount is amortized over the term of the loan using the effective interest method. During 2018, principal and interest of $794,875 and $15,000, respectively, were converted into 1,285,517 shares of common stock at a conversion price of $0.63 per share. During the three months ended March 31, 2019, the Company repaid principal and interest of $30,000 and $2,151, respectively. The Company incurred total interest expense of $25,205 and $4,225 related to this debt during the three months ended March 31, 2019 and 2018, respectively. The remaining principal balance owed on the Convertible Notes of $1,221,854 is past due as of March 31, 2019.

During 2018, the Company’s subsidiary, Gaucho Group, Inc., sold convertible promissory notes in the amount of $1,480,800 to accredited investors. Between January 1, 2019 and March 12, 2019, Gaucho Group, Inc. sold convertible promissory notes in the amount of $786,000 to accredited investors (together, the “Gaucho Notes”). In January 2019, management of GG gave the option to the noteholders of extending the maturity date from December 31, 2018 to March 31, 2019 of their specific Gaucho Notes. The Gaucho Notes, as amended, bear interest at 7% per annum and mature and became due on March 31, 2019. All holders of Gaucho Notes agreed to extend the maturity date to March 31, 2019. The Gaucho Notes and related accrued interest are convertible into GG common stock at the option of the holder, at a price representing 20% discount to the share price in a future offering of GG common stock. The Company is currently in the process of obtaining consent to convert the Gaucho Notes into shares of common stock of GG at a price per share of $0.40. The Company incurred total interest expense of $34,615 related to the Gaucho Notes during the three months ended March 31, 2019.

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Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

9. RELATED PARTY TRANSACTIONS

Assets

Accounts receivable – related parties of $112,241 and $71,650 at March 31, 2019 and December 31, 2018, respectively, represent the net realizable value of advances made to related, but independent, entities under common management, of which $83,004 and $4,644 respectively, represents amounts owed to the Company in connection with expense sharing agreements as described below.

See Note 5 – Investments and Fair Value of Financial Instruments, for a discussion of the Company’s investment in warrants of a related, but independent, entity.

Expense Sharing

On April 1, 2010, the Company entered into an agreement with a related, but independent, entity under common management, of which GGH’s Chief Executive Officer (“CEO”) is Chairman and Chief Executive Officer, and GGH’s Chief Financial Officer (“CFO”) is Chief Financial Officer, to share expenses such as office space, support staff and other operating expenses. The agreement was amended on January 1, 2017 to reflect the current use of personnel, office space, professional services. During the three months ended March 31, 2019 and 2018, the Company recorded a contra-expense of $69,829 related to the reimbursement of general and administrative expenses as a result of the agreement. The entity owed $83,004 and $4,644, respectively, as of March 31, 2019 and December 31, 2018, under such and similar prior agreements.

The Company had an expense sharing agreement with a different related entity to share expenses such as office space and other clerical services which was terminated in August 2017. The owners of more than 5% of that entity include (i) GGH’s chairman, and (ii) a more than 5% owner of GGH. The entity owed $396,116 to the Company under the expense sharing agreement at each of March 31, 2019 and December 31, 2018, of which the entire balance is deemed unrecoverable and reserved.

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Benefit Contribution Plan

3 Months Ended

Mar. 31, 2019

Retirement Benefits [Abstract]

Benefit Contribution Plan

10. BENEFIT CONTRIBUTION PLAN

The Company sponsors a 401(k) profit-sharing plan (“401(k) Plan”) that covers substantially all of its employees in the United States. The 401(k) Plan provides for a discretionary annual contribution, which is allocated in proportion to compensation. In addition, each participant may elect to contribute to the 401(k) Plan by way of a salary deduction. A participant is always fully vested in their account, including the Company’s contribution. For the three months ended March 31, 2019 and 2018, the Company recorded a charge associated with its contribution of $13,312 and $ 20,446, respectively. This charge has been included as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company issues shares of its common stock to settle prior year’s obligations based on the fair market value of its common stock on the date the shares are issued (shares were issued at $0.35 and $0.70 per share for the three months ended March 31, 2019 and 2018, respectively).

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Temporary Equity and Stockholders' Deficiency

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Temporary Equity and Stockholders' Deficiency

11. TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY

Series B Preferred Stock

The Series B stockholders are entitled to cumulative cash dividends at an annual rate of 8% of the Series B liquidation value (equal to face value of $10 per share), as defined, payable when, as and if declared by the Board of Directors. Cumulative dividends earned by the Series B stockholders were $177,795 and $155,791 for the three months ended March 31, 2019 and 2018, respectively. Dividends payable of $85,223 are included in the current portion of other liabilities at March 31, 2019. Cumulative unpaid dividends in arrears related to the Series B totaled $721,099 and $546,335 as of March 31, 2019 and December 31, 2018, respectively.

Common Stock

Between February 8, 2019 and March 27, 2019, GGH sold a total of 2,527,857 shares of its common stock to accredited investors for total gross proceeds of $884,750.

On March 13, 2019, the Company issued 181,185 shares of common stock at $0.35 per share to employees for the year ended December 31, 2018 of the 401(k) profit sharing plan.

Accumulated Other Comprehensive Income (Loss)

For three months ended March 31, 2019 and 2018, the Company recorded $8,339 and $(285,609), respectively, of foreign currency translation adjustment as accumulated other comprehensive income (loss), primarily related to fluctuations in the Argentine peso to United States dollar exchange rates (see Note 3 – Summary of Significant Accounting Policies, Highly Inflationary Status in Argentina).

Warrants

A summary of warrants activity during the three months ended March 31, 2019 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Intrinsic Value
Outstanding, December 31, 2018		1,229,630			2.15
Issued		-			-
Exercised		-			-
Cancelled		(97,021	)		2.30
Outstanding, March 31, 2019		1,132,609		$	2.14		1.60	$	-
Exercisable, March 31, 2019		1,132,609		$	2.14		1.60	$	-

A summary of outstanding and exercisable warrants as of March 31, 2019 is presented below:

Warrants Outstanding					Warrants Exercisable
Exercise Price		Exercisable Into	Outstanding Number of Warrants		Weighted Average Remaining  Life in Years		Exercisable Number of Warrants
$	2.00	Common Stock		741,879		1.8		741,879
$	2.30	Common Stock		202,423		0.4		202,423
$	2.50	Common Stock		188,307		2.0		188,307
		Total		1,132,609				1,132,609

Stock Options

On January 31, 2019, the Company granted five-year options for the purchase of 1,350,000 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 1,100,000 shares of the Company’s common stock were granted to certain employees of the Company, options for the purchase of 100,000 shares of the Company’s common stock were granted to certain members of the Board of Directors and options for the purchase of 150,000 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $0.385 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $200,092, which will be recognized ratably over the vesting period.

The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Assumptions used in applying the Black-Scholes option pricing model during the three months ended March 31, 2019 are as follows:

	For the Three Months Ended
	March 31,
	2019			2018
Risk free interest rate		2.43	%		2.56	%
Expected term (years)		3.6 - 5.0			5.0
Expected volatility		52.00	%		43.50	%
Expected dividends		0.00	%		0.00	%

The weighted average estimated fair value of the stock options granted during the three months ended March 31, 2019 was approximately $0.15 per share. The weighted average estimated fair value of the stock options granted during the three months ended March 31, 2018 was approximately $0.47 per share.

During the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense of $157,994 and $183,220, respectively, related to stock option grants, which is reflected as general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2019, there was $1,091,654 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.91 years.

A summary of options activity during the three months ended March 31, 2019 is presented below:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding, December 31, 2018		9,499,265			1.65
Granted		1,350,000			0.39
Exercised		-			-
Expired		(75,000	)		1.10
Forfeited		(225,000	)		1.10
Outstanding, March 31, 2019		10,549,265		$	1.50		2.6	$	-
Exercisable, March 31, 2019		5,696,780		$	2.16		1.2	$	-

The following table presents information related to stock options at March 31, 2019:

Options Outstanding				Options Exercisable
Exercise Price		Outstanding  Number of Options		Weighted Average Remaining Life in Years		Exercisable  Number of Options
$	0.39		1,350,000		-		-
$	0.54		1,500,000		-		-
$	0.77		1,320,000		3.9		330,000
$	1.10		1,070,000		3.6		334,380
$	2.20		3,071,890		1.2		2,813,025
$	2.48		2,237,375		0.4		2,219,375
			10,549,265		1.2		5,696,780

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Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

12. LEASES

The Company leases one corporate office through an operating lease agreement. The Company has an obligation for its corporate office located in New York, New York, through 2020. As of March 31, 2019, the lease had a remaining term of approximately 1.4 years. Over the duration of the lease, payments will escalate 3% every year.

As of March 31, 2019, the Company had no leases that were classified as a financing lease. As of March 31, 2019, the Company did not have additional operating and financing leases that have not yet commenced.

Total operating lease expenses for the three months ended March 31, 2019 was $57,816 and is recorded in general and administrative expenses on the condensed consolidated statements of operations. Total rent expense for the three months ended March 31, 2018 was $56,892 and is recorded in general and administrative expenses on the condensed consolidated statements of operations.

Supplemental cash flows information related to leases was as follows:

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	59,499
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	361,020
Weighted Average Remaining Lease Term:
Operating leases		1.42 years
Weighted Average Discount Rate:
Operating leases		8.0	%

Future minimum payments under non-cancellable leases as of March 31, 2019 were as follows:

For the Years Ending December 31,	Amount
2019	$	180,877
2020		163,424
Total future minimum lease payments		344,301
Less: imputed interest		(20,312	)
Total	$	323,989

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. After consulting legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable.

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Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

14. SUBSEQUENT EVENTS

Management has evaluated all subsequent events to determine if events or transactions occurring through the date the condensed consolidated financial statements were issued, require adjustment to or disclosure in the accompanying condensed consolidated financial statements.

Common Stock

Between April 1, 2019 and May 9, 2019, GGH sold a total of 2,902,143 shares of its common stock to accredited investors for total gross proceeds of $1,015,750.

Foreign Currency Exchange Rates

The Argentine peso to United States dollar exchange rate was 45.213, 43.373 and 37.569 at May 09, March 31, 2019 and December 31, 2018, respectively.

The British pound to United States dollar exchange rate was 0.7687, 0.7679 and 0.7851 at May 09, March 31, 2019 and December 31, 2018, respectively.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2019, and for the three months ended March 31, 2019 and 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated financial statements.

Use of Estimates

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets.

Segment Information

Segment Information

The Financial Accounting Standards Board (“FASB”) has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GG is not yet operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment.

Highly Inflationary Status in Argentina

Highly Inflationary Status in Argentina

The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018.

For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in income (loss) on foreign currency translation on the accompanying statements of operations. During the three months ended March 31, 2019, the Company recorded a $47,523 gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries.

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the three months ended March 31, 2019, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of shareholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings.

Concentrations

Concentrations

The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Argentina bank accounts. There were aggregate uninsured cash balances of $41,975 and $48,929 at March 31, 2019 and December 31, 2018, respectively, which represents cash held in Argentine bank accounts.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required.

The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The following table summarizes the revenue recognized in the Company’s condensed statements of operations:

	For The Three Months Ended
	March 31,
	2019		2018
Real estate sales	$	-	$	799,854
Hotel room and events		259,620		223,568
Restaurants		65,923		90,097
Winemaking		90,542		139,396
Golf, tennis and other		24,410		25,008
	$	440,495	$	1,277,923

Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services.

During the three months ended March 31, 2019 the Company recognized $0 of revenues related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the three months ended March 31, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance.

As of March 31, 2019 and December 31, 2018, the Company had deferred revenue of $981,364 and $995,327, respectively, associated with real estate lot sale deposits, and had $44,847 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the condensed consolidated statements of operations.

Net Loss Per Common Share

Net Loss per Common Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	March 31,
	2019		2018
Options		10,549,265		10,312,926
Warrants		1,132,609		1,389,179
Series B convertible preferred stock		9,026,700		9,026,700
Convertible debt (1)		7,654,070		-
Total potentially dilutive shares		28,362,644		20,728,805

(1) At March 31, 2018, $1,239,704 of convertible debt is convertible into common stock at a 10% discount to the price used for the sale of the of the Company’s common stock in a future private placement offering.

Operating Leases

Operating Leases

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available.

The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation for the three months ended March 31, 2019. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of 361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required.

New Accounting Pronouncements

New Accounting Pronouncements

In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. The effective date of those amendments is for fiscal years beginning after December 15, 2019. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited condensed consolidated financial statements and financial statement disclosures.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Schedule of Revenue Recognized Multiple-Deliverable Arrangements

The following table summarizes the revenue recognized in the Company’s condensed statements of operations:

	For The Three Months Ended
	March 31,
	2019		2018
Real estate sales	$	-	$	799,854
Hotel room and events		259,620		223,568
Restaurants		65,923		90,097
Winemaking		90,542		139,396
Golf, tennis and other		24,410		25,008
	$	440,495	$	1,277,923

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	March 31,
	2019		2018
Options		10,549,265		10,312,926
Warrants		1,132,609		1,389,179
Series B convertible preferred stock		9,026,700		9,026,700
Convertible debt (1)		7,654,070		-
Total potentially dilutive shares		28,362,644		20,728,805

(1) At March 31, 2018, $1,239,704 of convertible debt is convertible into common stock at a 10% discount to the price used for the sale of the of the Company’s common stock in a future private placement offering.

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Inventory (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory at March 31, 2019 and December 31, 2018 is comprised of the following:

	March 31, 2019		December 31, 2018
Vineyard in process	$	312,282	$	232,436
Wine in process		755,911		747,862
Finished wine		52,451		11,003
Clothing and accessories		132,133		-
Other		37,763		42,594
	$	1,290,540	$	1,033,895

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Investments and Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Schedule of Investments in and Advances to Affiliates

Investments – Related Parties at Fair Value

As of March 31, 2019	Level 1		Level 2		Level 3		Total
Warrants- Affiliates	$	-	$	-	$	7,133	$	7,133

As of December 31, 2018	Level 1		Level 2		Level 3		Total
Warrants- Affiliates	$	-	$	-	$	7,840	$	7,840

Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

A reconciliation of Level 3 assets is as follows:

	Warrants
Balance - December 31, 2018	$	7,840
Unrealized loss		(707	)
Balance - March 31, 2019	$	7,133

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Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2019

Accrued Liabilities [Abstract]

Schedule of Accrued Expenses

Accrued expenses are comprised of the following:

	March 31, 2019		December 31, 2018
Accrued compensation and payroll taxes	$	127,318	$	149,019
Accrued taxes payable - Argentina		282,504		292,535
Accrued interest		451,917		404,239
Other accrued expenses		293,124		339,574
Accrued expenses, current		1,154,863		1,185,367
Accrued payroll tax obligations, non-current		47,404		57,786
Total accrued expenses	$	1,202,267	$	1,243,153

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Loans Payable (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Loans Payable

The Company’s loans payable are summarized below:

	March 31, 2019							December 31, 2018
	Gross Principal Amount		Debt Discount			Loans Payable,  Net of Debt Discount		Gross Principal Amount		Debt Discount			Loans Payable,  Net of Debt Discount
Demand Loan	$	9,222	$	-		$	9,222	$	10,647	$	-		$	10,647
2018 Loan		433,460		-			433,460		464,739		-			464,739
2017 Loan		135,336		-			135,336		168,609		-			168,609
Land Loan		500,000		(31,514	)		468,486		500,000		(38,098	)		461,902
Total Loans Payable		1,078,018		(31,514	)		1,046,504		1,143,995		(38,098	)		1,105,897
Less: current portion		828,019		(21,592	)		806,427		893,995		(22,889	)		871,106
Loans Payable, non-current	$	249,999	$	(9,922	)	$	240,077	$	250,000	$	(15,209	)	$	234,791

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Convertible Debt Obligations (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt Obligations

The Company’s convertible debt obligations are summarized below:

	March 31, 2019						December 31, 2018
	Principal		Interest [1]		Total		Principal		Interest [1]		Total
2010 Debt Obligations	$	-	$	287,932	$	287,932	$	-	$	279,735	$	279,735
Convertible Notes		1,221,854		98,067		1,319,921		1,251,854		75,013		1,326,867
Gaucho Notes		2,266,800		53,400		2,320,200		1,480,800		18,787		1,499,587
Total Debt Obligations	$	3,488,654	$	439,399	$	3,928,053	$	2,732,654	$	373,535	$	3,106,189

^[1] Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets.

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Temporary Equity and Stockholders' Deficiency (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Summary of Warrants Activity

A summary of warrants activity during the three months ended March 31, 2019 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Intrinsic Value
Outstanding, December 31, 2018		1,229,630			2.15
Issued		-			-
Exercised		-			-
Cancelled		(97,021	)		2.30
Outstanding, March 31, 2019		1,132,609		$	2.14		1.60	$	-
Exercisable, March 31, 2019		1,132,609		$	2.14		1.60	$	-

Schedule of Share-based Compensation, Equity Instruments Other Than Options, by Exercise Price Range

A summary of outstanding and exercisable warrants as of March 31, 2019 is presented below:

Warrants Outstanding					Warrants Exercisable
Exercise Price		Exercisable Into	Outstanding Number of Warrants		Weighted Average Remaining  Life in Years		Exercisable Number of Warrants
$	2.00	Common Stock		741,879		1.8		741,879
$	2.30	Common Stock		202,423		0.4		202,423
$	2.50	Common Stock		188,307		2.0		188,307
		Total		1,132,609				1,132,609

Schedule of Fair Value Assumptions of Stock Option

The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Assumptions used in applying the Black-Scholes option pricing model during the three months ended March 31, 2019 are as follows:

	For the Three Months Ended
	March 31,
	2019			2018
Risk free interest rate		2.43	%		2.56	%
Expected term (years)		3.6 - 5.0			5.0
Expected volatility		52.00	%		43.50	%
Expected dividends		0.00	%		0.00	%

Schedule of Share-based Compensation, Stock Options, Activity

A summary of options activity during the three months ended March 31, 2019 is presented below:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding, December 31, 2018		9,499,265			1.65
Granted		1,350,000			0.39
Exercised		-			-
Expired		(75,000	)		1.10
Forfeited		(225,000	)		1.10
Outstanding, March 31, 2019		10,549,265		$	1.50		2.6	$	-
Exercisable, March 31, 2019		5,696,780		$	2.16		1.2	$	-

Schedule of Share-based Compensation, Shares Outstanding Under Stock Option Plans, by Exercise Price Range

The following table presents information related to stock options at March 31, 2019:

Options Outstanding				Options Exercisable
Exercise Price		Outstanding  Number of Options		Weighted Average Remaining Life in Years		Exercisable  Number of Options
$	0.39		1,350,000		-		-
$	0.54		1,500,000		-		-
$	0.77		1,320,000		3.9		330,000
$	1.10		1,070,000		3.6		334,380
$	2.20		3,071,890		1.2		2,813,025
$	2.48		2,237,375		0.4		2,219,375
			10,549,265		1.2		5,696,780

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Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Schedule of Supplemental Cash Flows Information Related to Leases

Supplemental cash flows information related to leases was as follows:

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	59,499
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	361,020
Weighted Average Remaining Lease Term:
Operating leases		1.42 years
Weighted Average Discount Rate:
Operating leases		8.0	%

Schedule of Future Minimum Payments On Operating Leases

Future minimum payments under non-cancellable leases as of March 31, 2019 were as follows:

For the Years Ending December 31,	Amount
2019	$	180,877
2020		163,424
Total future minimum lease payments		344,301
Less: imputed interest		(20,312	)
Total	$	323,989

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Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (1,400,957)	$ (1,425,114)
Accumulated deficit	(82,623,456)		$ (81,222,499)
Net cash used in operating activities	(1,582,720)	(1,191,886)
Proceeds from convertible debt obligations	786,000	1,219,704
Proceeds from the sale of common stock	884,750
Repayments of loan payables	43,226	26,053
Repayments of debt obligations	$ 30,000

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Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2019 USD ($) Segment	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Jun. 30, 2018
Property, Plant and Equipment [Line Items]
Number of operating segment | Segment	1
Foreign currency exchange rate				28.880
Gain on foreign currency translation	$ (47,523)
Cash, FDIC insured amount	250,000
Cash, uninsured amount	41,975		$ 48,929
Revenue from sale of real estate	0
ROU assets and lease liabilities	361,020
Hotel [Member]
Property, Plant and Equipment [Line Items]
Deferred revenue	44,847		43,165
Real Estate Lot Sales Deposit [Member]
Property, Plant and Equipment [Line Items]
Deferred revenue	$ 981,364		$ 995,327
Minimum [Member]
Property, Plant and Equipment [Line Items]
Cumulative inflationary rate	100.00%

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Summary of Significant Accounting Policies - Schedule of Revenue Recognized Multiple-Deliverable Arrangements (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	$ 440,495	$ 1,277,923
Real Estate Sales [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues		799,854
Hotel Rooms and Events [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	259,620	223,568
Restaurants [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	65,923	90,097
Winemaking [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	90,542	139,396
Golf, Tennis and Other [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	$ 24,410	$ 25,008

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Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares		28,362,644	20,728,805
Series B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares		9,026,700	9,026,700
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares		10,549,265	10,312,926
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares		1,132,609	1,389,179
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	[1]	7,654,070

[1] At March 31, 2018, $1,239,704 of convertible debt is convertible into common stock at a 10% discount to the price used for the sale of the of the Company's common stock in a future private placement offering.

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Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) - Private Placement Offering [Member]	Mar. 31, 2018 USD ($)
Convertible notes payable	$ 1,239,704
Debt discount, percentage	10.00%

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Inventory - Schedule of Inventory (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Vineyard in process	$ 312,282	$ 232,436
Wine in process	755,911	747,862
Finished wine	52,451	11,003
Clothing and accessories	132,133
Other	37,763	42,594
Total	$ 1,290,540	$ 1,033,895

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Investments and Fair Value of Financial Instruments (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Unrealized losses on affiliate warrants	$ 707	$ 1,628

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Investments and Fair Value of Financial Instruments - Schedule of Investments in and Advances to Affiliates (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Investments in and Advances to Affiliates [Line Items]
Warrants - Affiliates	$ 7,133	$ 7,840
Fair Value, Inputs, Level 1 [Member] | Warrants [Member]
Investments in and Advances to Affiliates [Line Items]
Warrants - Affiliates
Fair Value, Inputs, Level 2 [Member] | Warrants [Member]
Investments in and Advances to Affiliates [Line Items]
Warrants - Affiliates
Fair Value, Inputs, Level 3 [Member] | Warrants [Member]
Investments in and Advances to Affiliates [Line Items]
Warrants - Affiliates	$ 7,133	$ 7,840

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Investments and Fair Value of Financial Instruments - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Warrants [Member]	3 Months Ended
	Mar. 31, 2019 USD ($)
Investments in and Advances to Affiliates [Line Items]
Balance beginning	$ 7,840
Unrealized loss	(707)
Balance ending	$ 7,133

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Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Accrued Liabilities [Abstract]
Accrued compensation and payroll taxes	$ 127,318	$ 149,019
Accrued taxes payable - Argentina	282,504	292,535
Accrued interest	451,917	404,239
Other accrued expenses	293,124	339,574
Accrued expenses, current	1,154,863	1,185,367
Accrued payroll tax obligations, non-current	47,404	57,786
Total accrued expenses	$ 1,202,267	$ 1,243,153

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Loans Payable (Details Narrative)								3 Months Ended
	Jun. 04, 2018 USD ($)	Jun. 04, 2018 ARS ($)	Feb. 23, 2018 USD ($)	Jan. 25, 2018 USD ($)	Aug. 19, 2017 USD ($) ha	Mar. 31, 2017 USD ($)	Mar. 31, 2017 ARS ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from loans payable						$ 519,156
Debt instrument interest rate					0.00%	24.18%	24.18%
Debt maturity date						Mar. 01, 2021	Mar. 01, 2021
Number of installment description						Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021	Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021
Interest expense								$ 23,404	$ 26,508
Area of land | ha					845
Payment to purchase of land					$ 100,000
Notes payable					600,000
Debt instrument periodic payment					50,000
Payment to acquire property					$ 400,000			17,772	233,544
Debt instrument imputed interest					7.00%
Notes payable net of debt discount					$ 517,390
Amortization of debt discount								6,495	9,636
Loans payable net current								806,427		$ 871,106
Loans payable, net, non-current								240,077		234,791
Land Loan [Member]
Debt Instrument [Line Items]
Loans payable									468,486
Debt instrument unamortized discount								31,514	31,514	38,098
Loans payable net current									228,409
Debt discount current									21,592
Loans payable, net, non-current									240,077
Debt discount non-current									9,923
2018 Loan [Member]
Debt Instrument [Line Items]
Proceeds from loans payable				$ 525,000
Debt instrument interest rate				6.75%
Debt maturity date				Jan. 25, 2023
Number of installment description				60 equal monthly installments
Interest expense								7,563	5,769
Debt instrument periodic payment			$ 10,311
Debt instrument unamortized discount
Demand Loan [Member]
Debt Instrument [Line Items]
Proceeds from loans payable	$ 55,386
Debt instrument interest rate	10.00%	10.00%
Interest expense								3,360
Debt instrument unamortized discount
Algodon Wine Estates [Member]
Debt Instrument [Line Items]
Amortization of debt discount								6,495	$ 9,636
2017 Loan [Member]
Debt Instrument [Line Items]
Decrease in loans								33,273
Principal payments of loans								12,035
Effect of fluctuations in the foreign currency exchange rate								$ 21,238
Argentine Peso [Member]
Debt Instrument [Line Items]
Proceeds from loans payable							$ 8,000,000
Argentine Peso [Member] | Demand Loan [Member]
Debt Instrument [Line Items]
Proceeds from loans payable		$ 1,600,000

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Loans Payable - Schedule of Loans Payable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Demand Loan [Member]
Debt Instrument [Line Items]
Gross principal amount	$ 9,222	$ 10,647
Debt discount
Loans payable, net of debt discount	9,222	10,647
2018 Loan [Member]
Debt Instrument [Line Items]
Gross principal amount	433,460	464,739
Debt discount
Loans payable, net of debt discount	433,460	464,739
2017 Loan [Member]
Debt Instrument [Line Items]
Gross principal amount	135,336	168,609
Debt discount
Loans payable, net of debt discount	135,336	168,609
Land Loan [Member]
Debt Instrument [Line Items]
Gross principal amount	500,000	500,000
Debt discount	(31,514)	(38,098)	$ (31,514)
Loans payable, net of debt discount	468,486	461,902
Loan Payable [Member]
Debt Instrument [Line Items]
Gross principal amount	1,078,018	1,143,995
Debt discount	(31,514)	(38,098)
Loans payable, net of debt discount	1,046,504	1,105,897
Loan Payable Current [Member]
Debt Instrument [Line Items]
Gross principal amount	828,019	893,995
Debt discount	(21,592)	(22,889)
Loans payable, net of debt discount	806,427	871,106
Loan Payable Non Current [Member]
Debt Instrument [Line Items]
Gross principal amount	249,999	250,000
Debt discount	(9,922)	(15,209)
Loans payable, net of debt discount	$ 240,077	$ 234,791

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Convertible Debt Obligations (Details Narrative) - USD ($)			1 Months Ended		2 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Mar. 31, 2017	Mar. 11, 2019	Sep. 30, 2010	Mar. 11, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Aug. 19, 2017
Convertible Debt Obligations [Line Items]
Debt instrument interest rate		24.18%								0.00%
Debt instrument maturity date		Mar. 01, 2021
Repayments of debt obligations						$ 30,000
Accrued interest						451,917		$ 404,239
Interest expense						23,404	26,508
Proceeds from issuance of debt		$ 519,156
Amortization of debt discount						6,495	9,636
Proceeds from sale of convertible promissory note						786,000	1,219,704
2010 Debt Obligations [Mermber]
Convertible Debt Obligations [Line Items]
Debt instrument interest rate				8.00%
Debt instrument maturity date				Mar. 31, 2011
Repayments of debt obligations									$ 162,500
Accrued interest						287,932		279,735
Interest expense						8,197	9,153
Debt principal
Convertible Notes [Member]
Convertible Debt Obligations [Line Items]
Debt instrument interest rate								8.00%
Interest expense						25,205	$ 4,225
Proceeds from issuance of debt								$ 2,026,730
Debt conversion price per share								$ 0.63
Common stock, discount percentage								10.00%
Beneficial conversion feature								$ 227,414
Debt principal								794,875
Debt instruments interest								$ 15,000
Debt conversion of convertible debt								1,285,517
Repayment of principal amount						30,000
Interest repaid						2,151
Convertible notes						1,221,854
Convertible Notes [Member] | Accredited Investor [Member]
Convertible Debt Obligations [Line Items]
Proceeds from issuance of debt	$ 20,000
Gaucho Notes [Member]
Convertible Debt Obligations [Line Items]
Debt instrument interest rate								7.00%
Debt instrument maturity date					Mar. 31, 2019
Interest expense						$ 34,615
Debt conversion price per share						$ 0.40
Common stock, discount percentage								20.00%
Debt principal						$ 2,266,800		$ 1,480,800
Gaucho Notes [Member] | Convertible Promissory Notes [Member]
Convertible Debt Obligations [Line Items]
Proceeds from sale of convertible promissory note			$ 786,000

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Convertible Debt Obligations - Schedule of Debt Obligations (Details) - USD ($)		Mar. 31, 2019	Dec. 31, 2018
2010 Debt Obligations [Mermber]
Convertible Debt Obligations [Line Items]
Principal
Interest	[1]	287,932	279,735
Total		287,932	279,735
Convertible Notes [Member]
Convertible Debt Obligations [Line Items]
Principal		1,221,854	1,251,854
Interest	[1]	98,067	75,013
Total		1,319,921	1,326,867
Gaucho Notes [Member]
Convertible Debt Obligations [Line Items]
Principal		2,266,800	1,480,800
Interest	[1]	53,400	18,787
Total		2,320,200	1,499,587
Total Debt Obligations [Member]
Convertible Debt Obligations [Line Items]
Principal		3,488,654	2,732,654
Interest	[1]	439,399	373,535
Total		$ 3,928,053	$ 3,106,189

[1] Accrued interest is included as a component of accrued expenses on the consolidated balance sheets. (See Note 9 - Accrued Expenses)

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Related Party Transaction [Line Items]
Accounts receivable related parties	$ 112,241		$ 71,650
Due from related parties	83,004		4,644
Entitled to receive reimbursement expenses	69,829	$ 69,829
Sharing Agreement [Member]
Related Party Transaction [Line Items]
Due from related parties	$ 396,116		$ 396,116
GGH Chairman [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage	5.00%

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Benefit Contribution Plan (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Retirement Benefits [Abstract]
Defined contribution plan cost recognized	$ 13,312	$ 20,446
Share price	$ 0.35	$ 0.70

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Temporary Equity and Stockholders' Deficiency (Details Narrative) - USD ($)					3 Months Ended
	Mar. 31, 2019	Mar. 27, 2019	Mar. 13, 2019	Feb. 08, 2019	Mar. 31, 2019	Mar. 31, 2018
Foreign currency translation adjustments					$ 8,339	$ (285,609)
Weighted average estimated fair value of the stock options granted	$ 0.15				$ 0.15	$ 0.47
Share based compensation					$ 157,994	$ 183,220
Options [Member]
Number of stock options to purchase of shares granted					1,350,000
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options	$ 1,091,654				$ 1,091,654
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition					2 years 10 months 28 days
2018 Stock Options Plan [Member]
Number of stock options to purchase of shares granted	1,350,000
Stock options term	5 years
Common Stock [Member]
Shares issued, price per share			$ 0.35
Sale of common stock		2,527,857		2,527,857
Gross proceeds common stock		$ 884,750		$ 884,750
Common stock issued under 401(k) profit sharing plan, shares			181,185		181,185	116,284
Employees [Member] | 2018 Equity Incentive Plan [Member]
Number of stock options to purchase of shares granted	1,100,000
Options granted aggregate grant date fair value	$ 200,092
Members of Board of Directors [Member] | 2018 Equity Incentive Plan [Member]
Number of stock options to purchase of shares granted	100,000
Consultants [Member] | 2018 Equity Incentive Plan [Member]
Number of stock options to purchase of shares granted	150,000
Options exercise price	$ 0.385				$ 0.385
Series B Preferred Stock [Member]
Preferred stock dividend rate					8.00%
Liquidation value per share	$ 10				$ 10
8% dividends earned preferred stock					$ 177,795	$ 155,791
Preferred stock, amount of cumulative dividends in arrears					721,099	$ 546,335
Dividends payable	$ 85,223				$ 85,223

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Temporary Equity and Stockholders' Deficiency - Summary of Warrants Activity (Details) - Warrants [Member]	3 Months Ended
	Mar. 31, 2019 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Warrants Outstanding Beginning | shares	1,229,630
Number of Shares, Warrants Issued | shares
Number of Shares, Warrants exercised | shares
Number of Shares, Warrants cancelled | shares	(97,021)
Number of Shares, Warrants Outstanding Ending | shares	1,132,609
Number of Shares, Warrants Exercisable Ending | shares	1,132,609
Weighted Average Exercise Price Outstanding | $ / shares	$ 2.15
Weighted Average Exercise Price Per Share Warrants Issued | $ / shares
Weighted Average Exercise Price Per Share Warrants exercised | $ / shares
Weighted Average Exercise Price Per Share Warrants cancelled | $ / shares	2.30
Weighted Average Exercise Price Outstanding | $ / shares	2.14
Weighted Average Exercise Price Per Share Exercisable | $ / shares	$ 2.14
Weighted Average Remaining Contractual Life Warrants Outstanding Ending	1 year 7 months 6 days
Weighted Average Remaining Contractual Life Warrants Exercisable	1 year 7 months 6 days
Aggregate Intrinsic Value Outstanding Ending | $
Aggregate Intrinsic Value Exercisable | $

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Temporary Equity and Stockholders' Deficiency - Schedule of Share-based Compensation, Equity Instruments Other Than Options, by Exercise Price Range (Details)	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Number of Warrants	1,132,609
Warrants Exercisable, Number of Warrants	1,132,609
Range of Exercise Price 2.00 [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Price | $ / shares	$ 2.00
Warrants Outstanding Exercisable, Description	Common Stock
Warrants Outstanding, Number of Warrants	741,879
Warrants Exercisable, Weighted Average Remaining Life in Years	1 year 9 months 18 days
Warrants Exercisable, Number of Warrants	741,879
Range of Exercise Price 2.30 [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Price | $ / shares	$ 2.30
Warrants Outstanding Exercisable, Description	Common Stock
Warrants Outstanding, Number of Warrants	202,423
Warrants Exercisable, Weighted Average Remaining Life in Years	4 months 24 days
Warrants Exercisable, Number of Warrants	202,423
Range of Exercise Price 2.50 [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Price | $ / shares	$ 2.50
Warrants Outstanding Exercisable, Description	Common Stock
Warrants Outstanding, Number of Warrants	188,307
Warrants Exercisable, Weighted Average Remaining Life in Years	2 years
Warrants Exercisable, Number of Warrants	188,307

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Temporary Equity and Stockholders' Deficiency - Schedule of Fair Value Assumptions of Stock Option (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Risk free interest rate	2.43%	2.56%
Expected term (years)		5 years
Expected volatility	52.00%	43.50%
Expected dividends	0.00%	0.00%
Minimum [Member]
Expected term (years)	3 years 7 months 6 days
Maximum [Member]
Expected term (years)	5 years

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Temporary Equity and Stockholders' Deficiency - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Options [Member]	3 Months Ended
	Mar. 31, 2019 USD ($) $ / shares shares
Number of Options, Outstanding, Beginning | shares	9,499,265
Number of Options, Granted | shares	1,350,000
Number of Options, Exercised | shares
Number of Options, Expired | shares	(75,000)
Number of Options, Forfeited | shares	(225,000)
Number of Options, Outstanding, Ending | shares	10,549,265
Number of Options, Exercisable, Ending | shares	5,696,780
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares	$ 1.65
Weighted Average Exercise Price, Granted | $ / shares	0.39
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Expired | $ / shares	1.10
Weighted Average Exercise Price, Forfeited | $ / shares	1.10
Weighted Average Exercise Price, Outstanding, Ending | $ / shares	1.50
Weighted Average Exercise Price, Exercisable, Ending | $ / shares	$ 2.16
Weighted Average Remaining Life In Years, Outstanding	2 years 7 months 6 days
Weighted Average Remaining Life In Years, Exercisable	1 year 2 months 12 days
Intrinsic Value, Outstanding | $
Intrinsic Value, Exercisable | $

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Temporary Equity and Stockholders' Deficiency - Schedule of Share-based Compensation, Shares Outstanding Under Stock Option Plans, by Exercise Price Range (Details)	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Outstanding Number of Options	10,549,265
Options Exercisable, Weighted Exercise Average Remaining Life In Years	1 year 2 months 12 days
Options Exercisable, Exercisable Number of Options	5,696,780
Exercise Price Range 0.39 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Weighted Exercise Average Price | $ / shares	$ 0.39
Options Outstanding, Outstanding Number of Options	1,350,000
Options Exercisable, Weighted Exercise Average Remaining Life In Years	0 years
Options Exercisable, Exercisable Number of Options	0
Exercise Price Range 0.54 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Weighted Exercise Average Price | $ / shares	$ 0.54
Options Outstanding, Outstanding Number of Options	1,500,000
Options Exercisable, Weighted Exercise Average Remaining Life In Years	0 years
Options Exercisable, Exercisable Number of Options	0
Exercise Price Range 0.77 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Weighted Exercise Average Price | $ / shares	$ 0.77
Options Outstanding, Outstanding Number of Options	1,320,000
Options Exercisable, Weighted Exercise Average Remaining Life In Years	3 years 10 months 25 days
Options Exercisable, Exercisable Number of Options	330,000
Exercise Price Range 1.10 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Weighted Exercise Average Price | $ / shares	$ 1.10
Options Outstanding, Outstanding Number of Options	1,070,000
Options Exercisable, Weighted Exercise Average Remaining Life In Years	3 years 7 months 6 days
Options Exercisable, Exercisable Number of Options	334,380
Exercise Price Range 2.20 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Weighted Exercise Average Price | $ / shares	$ 2.20
Options Outstanding, Outstanding Number of Options	3,071,890
Options Exercisable, Weighted Exercise Average Remaining Life In Years	1 year 2 months 12 days
Options Exercisable, Exercisable Number of Options	2,813,025
Exercise Price Range 2.48 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Weighted Exercise Average Price | $ / shares	$ 2.48
Options Outstanding, Outstanding Number of Options	2,237,375
Options Exercisable, Weighted Exercise Average Remaining Life In Years	4 months 24 days
Options Exercisable, Exercisable Number of Options	2,219,375

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Leases (Details Narrative)	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Opreating lease remaining term	1 year 5 months 1 day
Percentage of payment escalate per year	3.00%
Operating lease expenses	$ 57,816
Rent expenses	$ 56,892

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Leases - Schedule of Supplemental Cash Flows Information Related to Leases (Details)	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 59,499
Right-of-use assets obtained in exchange for lease obligations Operating leases	$ 361,020
Weighted Average Remaining Lease Term Operating leases	1 year 5 months 1 day
Weighted Average Discount Rate Operating leases	8.00%

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Leases - Schedule of Future Minimum Payments On Operating Leases (Details)	Mar. 31, 2019 USD ($)
Leases [Abstract]
2019	$ 180,877
2020	163,424
Total future minimum lease payments	344,301
Less: imputed interest	(20,312)
Total	$ 323,989

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Subsequent Events (Details Narrative)	Mar. 27, 2019 USD ($) shares	Feb. 08, 2019 USD ($) shares	May 09, 2019	Apr. 02, 2019	Mar. 31, 2019	Dec. 31, 2018
Argentine Peso to U S Currency Exchange Rate [Member]
Subsequent Event [Line Items]
Foreign currency exchange rate, translation						37.569
British Pound to U S Currency Exchange Rate [Member]
Subsequent Event [Line Items]
Foreign currency exchange rate, translation					.7679	0.7851
Subsequent Event [Member] | Argentine Peso to U S Currency Exchange Rate [Member]
Subsequent Event [Line Items]
Foreign currency exchange rate, translation			45.213	43.373
Subsequent Event [Member] | British Pound to U S Currency Exchange Rate [Member]
Subsequent Event [Line Items]
Foreign currency exchange rate, translation			0.7687
Common Stock [Member]
Subsequent Event [Line Items]
Sale of common stock | shares	2,527,857	2,527,857
Gross proceeds common stock | $	$ 884,750	$ 884,750