Forma 10-Q Gaucho Group Holdings, para: 30 de junio


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UNIDO
ESTADOS

VALORES
Y COMISIÓN DE CAMBIO

Washington,
D. C. 20549

FORMAR
10-Q

(X)
INFORME TRIMESTRAL DE CONFORMIDAD CON LA SECCIÓN 13 O 15 (d) DE LA LEY DE CAMBIO DE VALORES DE 1934

por
el período trimestral terminado el 30 de junio de 2020

O

() INFORME DE TRANSICIÓN BAJO LA SECCIÓN 13 O 15 (d) DE LA LEY DE CAMBIO DE VALORES DE 1934

por
el período de transición de _____________ a ___________________.

Comisión
número de archivo: 000-55209

Gaucho
Group Holdings, Inc.

(Exacto
nombre del registrante como se especifica en su estatuto)

Delaware 52-2158952
(Estado
u otra jurisdicción de
(I.R.S.
Empleador
incorporación
u organización)
Identificación
No.)

8
Union Square 2A

Nuevo
York, NY 10003

(Habla a
de las principales oficinas ejecutivas)

212-739-7700

(Registrante
número de teléfono, incluido el código de área)

Valores
registrado de conformidad con la Sección 12 (b) de la Ley:

Título
de cada clase
Comercio
Símbolo
Nombre
de cada intercambio en el que se registró
N / A N / A N / A

Indicar
con una marca de verificación si el registrante (1) ha presentado todos los informes requeridos por la Sección 13 o 15 (d) de la Bolsa de Valores
Ley de 1934 durante los 12 meses anteriores (o por un período más corto en el que se requirió que el registrante presentara dichos informes),
y (2) ha estado sujeto a dichos requisitos de presentación durante los últimos 90 días. Si (X) No ()

Indicar
con una marca de verificación si el solicitante de registro ha presentado electrónicamente todos los archivos de datos interactivos que deben presentarse de conformidad con la Regla 405 de la Regulación S-T (§232.405 de este Capítulo) durante los 12 meses anteriores (o por un período más corto
que el solicitante de registro estaba obligado a enviar dichos archivos). Si (X) No ()

Indicar
Marque si el registrante es un contribuyente acelerado grande, un declarante acelerado, un declarante no acelerado o un contribuyente más pequeño.
empresa de informes. Consulte las definiciones de "archivador acelerado grande", "archivador acelerado" y
compañía informante ”en la Regla 12b-2 de la Ley de Bolsa.

Grande
archivador acelerado
() Acelerado
archivador
()
No acelerado
archivador
(X) Menor
empresa de informes
(X)
Emergente
empresa en crecimiento
(X)

Si
una empresa en crecimiento emergente, indique con una marca de verificación si el registrante ha optado por no utilizar el
Cumplir con cualquier estándar de contabilidad financiera nuevo o revisado provisto de conformidad con la Sección 13 (a) de la Exchange Act. ()

Indicar
con una marca de verificación si el registrante es una empresa fantasma (como se define en la Regla 12b-2 de la Exchange Act). Si () No (X)

Como
del 18 de agosto de 2020, había 60,271,082 acciones ordinarias en circulación.

GAUCHO
GROUP HOLDINGS, INC. Y SUBSIDIARIAS

MESA
DE CONTENIDO

PARTE
I INFORMACION FINANCIERA

Articulo
1. Estados financieros

GAUCHO
GROUP HOLDINGS, INC. Y SUBSIDIARIAS

CONDENSADO
BALANCE DE SITUACIÓN CONSOLIDADOS

30 de Junio, 31 de diciembre,
2020 2019
(no auditado)
Bienes
Activos circulantes
Efectivo y equivalentes de efectivo PS 150,710 PS 40,378
Cuentas por cobrar, neto de reserva de $ 142,365 y $ 126,216 al 30 de junio de 2020 y al 31 de diciembre de 2019, respectivamente 352,272 335,622
Cuentas por cobrar – partes relacionadas, neto de reserva de $ 451,680 y $ 514,087 al 30 de junio de 2020 y al 31 de diciembre de 2019, respectivamente 40,257 39,837
Anticipos a empleados 281,783 281,783
Inventario 1,006,590 1,163,260
Lotes inmobiliarios en venta 139.492 139.492
Activo por derecho de uso de arrendamiento operativo 148.581
Inversión 63,376 74,485
Gastos pagados por adelantado y otros activos circulantes 212,627 205.309
Total de activos corrientes 2,247,107 2,428,747
Activos a largo plazo
Propiedad y equipo, neto 2.839.415 2,914,715
Impuestos extranjeros pagados por adelantado, neto 493,887 474,130
Inversiones – partes relacionadas 3.918 3.470
Depósitos 38,014 99,298
Los activos totales PS 5,622,341 PS 5.920.360

los
las notas adjuntas son parte integral de estos estados financieros condensados ​​consolidados.

GAUCHO
GROUP HOLDINGS, INC. Y SUBSIDIARIAS

CONDENSADO
BALANCES CONSOLIDADOS (CONTINUACIÓN)

30 de Junio, 31 de diciembre,
2020 2019
(no auditado)
Pasivos, patrimonio temporal y carencia de accionistas
Pasivo circulante
Cuentas por pagar PS 867,584 PS 823,762
Gastos acumulados, porción corriente 1.427.630 1.122.345
Ingresos diferidos 884,515 899,920
Pasivos por arrendamiento operativo 157,826
Préstamos por pagar, porción corriente, neto de descuento de deuda 749,757 781,719
Préstamos por pagar – partes relacionadas 707,529 566,132
Obligaciones de deuda 1,270,354 1,270,354
Obligaciones de deuda convertible 1.358.420
Depósitos de inversores 29,950 29,950
Otros pasivos corrientes 117.186 85,945
Total pasivos corrientes 7.412.925 5.737.953
Pasivos a largo plazo
Gastos acumulados, porción no corriente 17.196 86,398
Préstamos por pagar, porción no corriente, neto de descuento de deuda 385,744 96.583
Responsabilidad total 7.815.865 5.920.934
Compromisos y contingencias
Acciones preferentes canjeables convertibles Serie B, valor nominal $ 0.01 por acción; 902,670 acciones autorizadas; 901,070 y 902,670 emitidos y en circulación al 30 de junio de 2020 y 31 de diciembre de 2019, respectivamente. Preferencia de liquidación de $ 10,719,820 al 30 de junio de 2020. 9.010.824 9.026.824
Deficiencia de accionistas
Acciones preferentes, 11.000.000 de acciones autorizadas:
Acciones preferentes convertibles Serie A, valor nominal $ 0.01 por acción; 10.097.330 acciones autorizadas; no hay acciones disponibles para su emisión.
Acciones comunes, valor nominal $ 0.01 por acción; 80.000.000 de acciones autorizadas; 60,321,615 acciones emitidas y 60,271,082 acciones en circulación al 30 de junio de 2020 y 31 de diciembre de 2019. 603,215 603,215
Pago adicional en capital 90,881,774 90,675,518
Otra pérdida integral acumulada (11,981,310 ) (12,399,833 )
Déficit acumulado (90.592.519 ) (87,886,307 )
Autocartera, al costo, 50.533 acciones al 30 de junio de 2020 y 31 de diciembre de 2019 (46.355 ) (46.355 )
Deficiencia de los accionistas de Total Gaucho Group Holdings, Inc. (11,135,195 ) (9.053.762 )
Interes no controlado (69,153 ) 26,364
Deficiencia total de los accionistas (11,204,348 ) (9.027.398 )
Pasivo total, capital temporal y deficiencia de los accionistas PS 5,622,341 PS 5.920.360

los
las notas adjuntas son parte integral de estos estados financieros condensados ​​consolidados.

GAUCHO
GROUP HOLDINGS, INC. Y SUBSIDIARIAS

CONDENSADO
ESTADOS DE OPERACIONES CONSOLIDADOS

(no auditado)

por
los tres meses terminaron
por
los seis meses terminaron
junio
30,
junio
30,
2020 2019 2020 2019
Ventas PS 117,332 PS 268,733 PS 414,318 PS 709,228
Costo
de ventas
(241,205 ) (401,498 ) (490,626 ) (630,108 )
Beneficio bruto (123.873 ) (132.765 ) (76.308 ) 79,120
Los gastos de explotación
Venta y marketing 12,106 125,369 49,999 236,807
General y administrativo 1.253.038 1,551,710 2,482,273 2,929,434
Depreciación
y amortización
46,342 62.579 92,503 112,159
Total
los gastos de explotación
1,311,486 1,739,658 2,624,775 3,278,400
Pérdida de operaciones (1.435.359 ) (1.872.423 ) (2.701.083 ) (3,199,280 )
Otros gastos (ingresos)
Gastos por intereses,
red
90,903 105,406 121,136 227.029
Ganancias
de transacciones en moneda extranjera
(20,025 ) 15.189 (20.490 ) (32,334 )
Total
otro gasto
70,878 120.595 100,646 194,695
Pérdida neta (1,506,237 ) (1.993.018 ) (2.801.729 ) (3.393.975 )
Pérdida neta atribuible a la participación no controladora 52,872 46,409 95,517 46,409
Se prefiere la Serie B
dividendos en acciones
(182,353 ) (179.770 ) (362,123 ) (357,565 )
Pérdida neta atribuible
a los accionistas comunes
PS (1.635.718 ) PS (2.126.379 ) PS (3,068,335 ) PS (3.705.131 )
Pérdida neta por
Acción común
PS (0,03 ) PS (0,04 ) PS (0,05 ) PS (0,07 )
Número promedio ponderado de acciones ordinarias
Excepcional:
Básico
y diluido
60,271,082 52,276,732 60,271,082 50,123,454

los
las notas adjuntas son parte integral de estos estados financieros condensados ​​consolidados.

GAUCHO
GROUP HOLDINGS, INC. Y SUBSIDIARIAS

CONDENSADO
ESTADOS CONSOLIDADOS DE PÉRDIDA INTEGRAL

(no auditado)

por
los tres meses terminaron
por
los seis meses terminaron
junio
30,
junio
30,
2020 2019 2020 2019
Pérdida neta PS (1,506,237 ) PS (1.993.018 ) PS (2.801.729 ) PS (3.393.975 )
Otro resultado integral:
Exterior
ajustes de conversión de moneda
290,472 357,078 418,523 365,417
Pérdida integral (1.215.765 ) (1,635,940 ) (2,383,206 ) (3.028.558 )
Exhaustivo
Pérdida atribuible a participaciones no controladoras
52,872 46,409 95,517 46,409
Exhaustivo
pérdida atribuible a participaciones controladoras
PS (1,162,893 ) PS (1,589,531 ) PS (2,287,689 ) PS (2.982.149 )

los
las notas adjuntas son parte integral de estos estados financieros condensados ​​consolidados.

GAUCHO
GROUP HOLDINGS, INC. Y SUBSIDIARIAS

CONDENSADO
ESTADO CONSOLIDADO DE CAMBIOS EN PATRIMONIO PROVISIONAL Y DEFICIENCIA DE LOS ACCIONISTAS

PARA
LOS TRES Y SEIS MESES TERMINADOS EL 30 DE JUNIO DE 2020

(no auditado)

Serie B Gaucho
Convertible
Redimible
Adicional Acumulado
Otro
Grupo
Valores en cartera
No Total
Acciones preferentes Acciones comunes Acciones de tesorería Pagado en Exhaustivo Acumulado Accionistas controlador Accionistas
Comparte Cantidad Comparte Cantidad Comparte Cantidad Capital Pérdida Déficit Deficiencia Interesar Deficiencia
Balance – 1 de enero de 2020 902,670 PS 9.026.824 60,321,615 PS 603,215 50,533 PS (46.355 ) PS 90,675,518 PS (12,399,833 ) PS (87,886,307 ) PS (9.053.762 ) PS 26,364 PS (9.027.398 )
Opciones y garantías 103.581 103.581 103.581
Pérdida integral:
Pérdida neta (1.252.847 ) (1.252.847 ) (42.645 ) (1,295,492 )
Otro resultado integral 128,051 128,051 128,051
Balance – 31 de marzo de 2020 902,670 9.026.824 60,321,615 603,215 50,533 (46.355 ) 90,779,099 (12.271.782 ) (89,139,154 ) (10.074.977 ) (16.281 ) (10.091.258 )
Opciones y garantías 102,675 102,675 102,675
Recompra de acciones preferentes (1.600 ) (16.000 )
Pérdida integral:
Pérdida neta (1,453,365 ) (1,453,365 ) (52.872 ) (1,506,237 )
Otro resultado integral 290,472 290,472 290,472
Balance – 30 de junio de 2020 901,070 PS 9.010.824 60,321,615 PS 603,215 50,533 PS (46.355 ) PS 90,881,774 PS (11,981,310 ) PS (90.592.519 ) PS (11,135,195 ) PS (69,153 ) PS (11,204,348 )

PARA
LOS TRES Y SEIS MESES TERMINADOS EL 30 DE JUNIO DE 2019

(no auditado)

Serie B Gaucho
Convertible
Redimible
Adicional Acumulado
Otro
Grupo
Valores en cartera
No Total
Acciones preferentes Acciones comunes Acciones de tesorería Pagado en Exhaustivo Acumulado Accionistas controlador Accionistas
Comparte Cantidad Comparte Cantidad Comparte Cantidad Capital Pérdida Déficit Deficiencia Interesar Deficiencia
Saldo – 1 de enero de 2019 902,670 PS 9.026.824 46,738,533 PS 467,384 50,533 PS (46.355 ) PS 83,814,442 PS (13,110,219 ) PS (81,222,499 ) PS (10.097.247 ) PS PS (10.097.247 )
Acciones comunes emitidas en satisfacción del pasivo por participación en las utilidades 401 (k) 181,185 1.812 61,603 63.415 63.415
Opciones y garantías 157.994 157.994 157.994
Acciones ordinarias emitidas en efectivo 2,527,857 25.279 859,471 884,750 884,750
Pérdida integral:
Pérdida neta (1.400.957 ) (1.400.957 ) (1.400.957 )
Otro resultado integral 8.339 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 ) (10,383,706 )
Options and warrants 68,508 68,508 68,508
Common stock issued for cash 6,071,428 60,714 2,064,286 2,125,000 2,125,000
Common stock issued upon conversion of convertible debt and interest 83,587 836 51,824 52,660 52,660
Debt converted to common stock of GGI 2,106,608 2,106,608
Comprehensive loss:
Net loss (1,946,609 ) (1,946,609 ) (46,409 ) (1,993,018 )
Other comprehensive income 357,078 357,078 357,078
Balance – June 30, 2019 902,670 PS 9,026,824 55,602,590 PS 556,025 50,533 PS (46,355 ) PS 87,078,128 PS (12,744,802 ) PS (84,570,065 ) PS (9,727,069 ) PS 2,060,199 PS (7,666,870 )

los
accompanying notes are an integral part of these condensed consolidated financial statements.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

For the six months ended
June 30,
2020 2019
Cash Flows from Operating Activities
Net loss PS (2,801,729 ) PS (3,393,975 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation:
401(k) stock 18,433 28,844
Options and warrants 206,256 226,502
Gain on foreign currency translation (20,490 ) (32,334 )
Net realized and unrealized investment losses (448 ) 1,773
Depreciation and amortization 92,503 112,159
Loss on disposal of asset 410
Amortization of right-of-use asset 92,862 107,411
Amortization of debt discount 7,102 14,736
Recovery of uncollectible assets (28,897 )
Loss on derecognition of right-of-use asset and lease
liabilities
39,367
Decrease (increase) in assets:
Accounts receivable (54,914 ) (378,729 )
Inventory 156,670 (179,889 )
Deposits 18,451
Prepaid expenses and other current assets (27,075 ) (1,480 )
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 348,537 182,128
Operating lease liabilities (98,641 ) (92,420 )
Deferred revenue (15,405 )
Other liabilities 31,241 (14,678 )
Total Adjustments 765,552 (25,567 )
Net Cash Used in Operating Activities (2,036,177 ) (3,419,542 )
Cash Flows from Investing Activities
Purchase of property and equipment (17,203 ) (121,519 )
Net Cash Used in Investing Activities (17,203 ) (121,519 )
Cash Flows from Financing Activities
Proceeds from loans payable 27,641
Proceeds from loans payable – related parties 267,397
Repayments of loans payable (102,756 ) (80,235 )
Repayments of loans payable – related parties (126,000 )
Proceeds from convertible debt obligations 1,358,420 786,000
Repayments of debt obligations (95,500 )
Proceeds from common stock offering 3,009,750
Proceeds from PPP Loan 242,487
Proceeds from SBA Economic Injury Disaster Loan 94,000
Repurchase of preferred stock (16,000 )
Net Cash Provided by Financing
Ocupaciones
1,745,189 3,620,015
Effect of Exchange Rate Changes on Cash 418,523 230,722
Net Increase in Cash 110,332 309,676
Cash and Cash Equivalents –
Beginning of Period
40,378 58,488
Cash and Cash Equivalents –
End of Period
PS 150,710 PS 368,164

los
accompanying notes are an integral part of these condensed consolidated financial statements.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited)

For the six months ended
June 30,
2020 2019
Supplemental Disclosures of Cash Flow Information:
Interest paid PS 125,561 PS 167,313
Income taxes paid PS PS
Non-Cash Investing and Financing Activity
Accrued stock-based compensation converted to equity PS PS 63,415
Debt and interest payable converted to equity PS PS 52,660

los
accompanying notes are an integral part of these condensed consolidated financial statements.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.
ORGANIZATION

Through
its subsidiaries, Gaucho Group Holdings, Inc. (“Company”, “GGH”), a Delaware corporation that was incorporated
on April 5, 1999, currently invests in, develops, and operates a collection of luxury assets, including real estate development,
fine wines, and a boutique hotel in Argentina, as well as an e-commerce platform for the sale of high-end fashion and accessories.

Como
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 also holds a 79% ownership interest in its subsidiary Gaucho Group, Inc.
(“GGI”) which began operations in 2019 for the manufacture, distribution and sale of high-end luxury fashion and accessories
through an e-commerce platform. On March 20, 2020, the Company formed a wholly-owned subsidiary, Bacchus Collection, Inc., which
is still in the concept stage and is not yet operational.

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. During the six months ended June 30, 2020, the
Company incurred a net loss of $2,801,729 and used cash in operations of $2,036,177. The Company has an accumulated
deficit of $90,592,519 at June 30, 2020. Further, as of June 30, 2020, principal and interest in the amount of $1,270,354
and $541,418, respectively, owed in connection with the Company’s debt obligations are past due and are payable on demand,
principal and interest in the amount of $1,358,420 and $18,956 owed in connection with the Company’s convertible debt matures
on December 31, 2020, and $1,466,203 represents the current portion of the Company’s loans payable which are payable
on demand or for which payments are due within twelve months after June 30, 2020. During the six months ended June 30, 2020
the Company funded its operations with the proceeds of debt financing of $1,989,945.

Based upon projected revenues and expenses, the Company believes
that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available.
Further, while the Company plans to apply to NASDAQ later this year to uplist its common stock, should that effort not be successful,
the Company would be required, on December 31, 2020, to redeem all Series B Shares that have not been previously converted to common
stock. The cost to redeem these shares would likely have a material adverse effect on the Company’s financial position and
would likely require either the liquidation of certain Company assets or an effort to raise new equity or debt financing. Ya sea
the Company would be able to consummate any such transaction, should it need to do so, on economically beneficial terms or otherwise,
cannot be presently known. The aforementioned factors raise substantial doubt about the Company’s ability to continue as
a going concern.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

En
December 2019, the 2019 novel coronavirus (“COVID-19”) surfaced in Wuhan, China. The World Health Organization declared
the outbreak as a global pandemic in March 2020. Recently, we temporarily closed our corporate office, as well as our hotel, restaurant,
winery operations, and golf and tennis operations. Further, the Gaucho factories have closed, borders for importing product have
been impacted and the Gaucho fulfillment center is also closed. In response, we have reduced costs by negotiating out of our New
York lease, renegotiating with our vendors and implementing salary reductions. We have also created an e-commerce platform for
our wine sales in response to the pandemic. The Company is continuing to monitor the outbreak of COVID-19 and the related business
and travel restrictions, and changes to behavior intended to reduce its spread, and the related impact on the Company’s
operations, financial position and cash flows, as well as the impact on its employees. Due to the rapid development and fluidity
of this situation, the magnitude and duration of the pandemic and its impact on the Company’s future operations and liquidity
is uncertain as of the date of this report. While there could ultimately be a material impact on operations and liquidity of the
Company, at the time of issuance, the impact could not be determined.

los
Company presently has enough cash on hand to sustain its operations on a month to month basis. 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
necesidades. 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, reduce overhead and possibly sell certain Company assets
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.

Estas
condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 June 30, 2020, and for the three and six months ended June 30, 2020 and 2019. The results of operations for the three
and six months ended June 30, 2020 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, 2019, filed with
the Securities and Exchange Commission (“SEC”) on March 30, 2020. The condensed consolidated balance sheet as of December
31, 2019 has been derived from the Company’s audited consolidated financial statements.

Non-Controlling
Interest

Como
a result of the conversion of certain convertible debt into shares of GGI common stock, GGI investors obtained a 21% ownership
interest in GGI, which is recorded as a non-controlling interest. The profits and losses of GGI are allocated between the controlling
interest and the non-controlling interest in the same proportions as their ownership interest. (See Note 8 – Debt Obligations)

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Utilizar
of Estimates

A
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,
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 investments, equity and liability instruments, the value of right-of-use assets and related
lease liabilities, the useful lives of property and equipment and reserves associated with the realizability of certain assets.

Segment
Información

los
Financial Accounting Standards Board (“FASB”) has established standards for reporting information on operating segments
of an enterprise in interim and annual financial statements. The Company currently operates in three segments which are the (i)
business of real estate development and manufacture, (ii) the sale of high-end fashion and accessories through an e-commerce platform
and (iii) its corporate operations. This classification is consistent with how the Company’s chief operating decision maker
makes decisions about resource allocation and assesses the Company’s performance.

Highly
Inflationary Status in Argentina

los
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.

por
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. Under highly inflationary
accounting, the Company’s Argentina subsidiaries’ functional currency became the United States dollar. Nonmonetary
assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflationary accounting) were translated
using the Argentina Peso (“ARS”) to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880.
Since the adoption of highly inflationary accounting, activity in nonmonetary assets and liabilities is translated using historical
exchange rates, monetary assets and liabilities are translated using the exchange rate at the balance sheet date, and 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 comprehensive loss. During the three
and six months ended June 30, 2020 the Company recorded gains on foreign currency transactions of $20,025 and $20,490, respectively,
and during the three and six months ended June 30, 2019, respectively, the Company recorded a $(15,189) and $32,334 (loss) gain,
respectively, on foreign currency transactions as a result of the net monetary liability position of its Argentine subsidiaries.

Foreign
Currency Translation

los
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 since July 1, 2018, as described above. The assets and liabilities of Algodon Europe, LTD are translated
from its local currency (British Pound) to the Company’s reporting currency using period end exchange rates while income
and expense accounts were translated at the average rates in effect during the during the period. The assets, liabilities and
income and expense accounts of the Company’s Argentine subsidiaries are translated as described above. The resulting translation
adjustment is recorded as part of other comprehensive loss, a component of stockholders’ 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.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Cash
and Cash Equivalents

Cash
and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly
liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Concentrations

los
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 $20,550 and $29,027 at June 30, 2020
and December 31, 2019, respectively, which represents cash held in Argentine bank accounts.

Revenue
Recognition

los
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.

los
Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage,
other related services, and from the sale of clothing and accessories. 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.

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

For The Three Months Ended For The Six Months Ended
June 30, June 30,
2020 2019 2020 2019
Hotel rooms and events PS 3,507 PS 107,736 PS 209,762 PS 367,356
Restaurantes 5,864 31,858 65,380 97,781
Winemaking 20,844 12,338 21,887 102,880
Golf, tennis and other 87,117 116,801 116,540 141,211
Clothes and accessories 749
Total revenues PS 117,332 PS 268,733 PS 414,318 PS 709,228

Revenue
from the sale of food, wine, agricultural products, clothes and accessories 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. Revenues from gift card sales are recognized when the card is
redeemed by the customer. The Company does not recognize revenue for the portion of gift card values that is not expected to be
redeemed (“breakage”) due to the lack of historical data. Revenue from real estate lot sales is recorded when the
lot is deeded, and legal ownership of the lot is transferred to the customer.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

los
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.

por
the three and six months ended June 30, 2020, 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.

Como
of June 30, 2020 and December 31, 2019, the Company had deferred revenue of $841,451 and $838,471, respectively, associated with
real estate lot sale deposits, and had $43,064 and $61,449, respectively, of deferred revenue related to hotel deposits. Ventas
taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are excluded
from revenues in the condensed consolidated statements of operations.

Convertible
Debt

los
Company evaluates for the existence of a beneficial conversion feature (“BCF”) related to the issuance of convertible
notes, if such instruments are not deemed to be derivative financial instruments, by comparing the commitment date fair value
to the effective conversion price of the instrument. The Company records a BCF as debt discount, which is amortized to interest
expense over the life of the respective note using the effective interest method. BCFs that are contingent upon the occurrence
of a future event are recognized when the contingency is resolved.

Derivative
Financial Instruments

los
Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify
as derivative financial instruments to be separately accounted for in accordance with FASB ASC 815 “Derivatives and Hedging”
(“ASC 815”). Embedded derivatives are valued separately from the host instrument and are recognized as derivative
liabilities in the Company’s balance sheet. Fair value accounting requires measurement of embedded derivatives at fair value.
Changes in the fair value of derivative instruments are recognized in results of operation during the period of change.

Sequencing
Policy

Under
ASC 815, the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to
assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized
shares as a result of certain securities with a potentially indeterminable number of shares or the Company’s total potentially
dilutive shares exceed the Company’s authorized share limit, shares will be allocated on the basis of the earliest issuance
date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815,
issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Net
Loss per Common Share

Basic
loss per common share is computed by dividing net loss attributable to GGH 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.

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

June 30,
2020 2019
Opciones 8,979,890 7,409,375
Warrants 474,623 992,166
Series B convertible preferred stock 9,010,700 9,026,700
Convertible debt 3,443,439 (1) (2)
Total potentially dilutive shares 21,908,652 17,428,241

(1)
As of June 30, 2020, certain of the convertible notes had variable conversion prices and the potentially dilutive shares were
estimated based on market conditions. See Note 9 – Convertible Debt Obligations.

(2)
As of June 30, 2019, all notes are past their maturity date and no longer convertible. See Note 8 – Debt obligations.

Nuevo
Accounting Pronouncements

En
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement – Disclosure Framework (Topic 820). The updated guidance improves
the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures.
The Company adopted ASU 2018-13, effective January 1, 2020, which did not have a material effect on the Company’s unaudited
condensed consolidated financial statements.

En
March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”).
ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe
the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by
eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a
material effect on the Company’s unaudited condensed consolidated financial statements.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

4.
INVENTORY

Inventory
at June 30, 2020 and December 31, 2019 was comprised of the following:

June 30, December 31,
2020 2019
Vineyard in process PS 94,753 PS 304,067
Wine in process 609,954 539,380
Finished wine 5,399 23,467
Clothes and accessories 230,429 224,965
Otro 66,055 71,381
Total PS 1,006,590 PS 1,163,260

5.
INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

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. Financiero
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.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Investments
at Fair Value:

As of June 30, 2020 Level 1 Level 2 Level 3 Total
Warrants – Affiliates PS PS PS 3,918 PS 3,918
Government Bond 63,376 63,376

As of December 31, 2019 Level 1 Level 2 Level 3 Total
Warrants – Affiliates PS PS PS 3,470 PS 3,470
Government Bond 74,485 74,485

UNA
reconciliation of Level 3 assets is as follows:

Warrants –
Affiliates
Balance – January 1, 2020 PS 3,470
Unrealized gain 448
Balance – June 30, 2020 PS 3,918

Investment
at June 30, 2020, consisted of the Company’s investment in an Argentine government bond, purchased by the Company on December
3, 2019. The bond had an effective interest rate of 48% per annum and matures on December 31, 2020. The decrease in the government
bond value was a result from the effects of fluctuations in the foreign currency exchange rate during the period.

Investment
– related parties at June 30, 2020, consisted of retained certain affiliate warrants which are marked to market at each
reporting date using the Black-Scholes option pricing model. The Company recorded unrealized gains (losses) on the affiliate warrants
of $1,405 and $448 during the three and six months ended June 30, 2020, respectively, and $(1,066) and $(1,773) during the three
and six months ended June 30, 2019, respectively, which are included in revenues on the accompanying unaudited condensed consolidated
statements of operations.

los
fair value of the Company’s derivative liabilities as of June 30, 2020 was de minimis (see Note 9 – Convertible Debt
Obligations).

6.
ACCRUED EXPENSES

Accrued
expenses were comprised of the following as of:

June 30, December 31,
2020 2019
Accrued compensation and payroll taxes PS 325,217 PS 210,900
Accrued taxes payable – Argentina 291,913 170,873
Accrued interest 560,374 484,026
Other accrued expenses 250,126 256,546
Accrued expenses, current 1,427,630 1,122,345
Accrued payroll tax obligations, non-current 17,196 86,398
Total accrued expenses PS 1,444,826 PS 1,208,743

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

7.
LOANS PAYABLE

los
Company’s loans payable are summarized below:

June 30, 2020 December 31, 2019
Gross
Principal
Amount
Debt
Discount
Préstamos
Payable,
Net of Debt
Discount
Gross
Principal
Amount
Debt
Discount
Préstamos
Payable,
Net of Debt
Discount
PPP Loan PS 242,487 PS PS 242,487 PS PS PS
EIDL 94,000 94,000
2020 Demand Loan 17,614 17,614
2018 Demand Loan 6,678 6,678
2018 Loan 310,149 310,149 352,395 352,395
2017 Loan 21,411 21,411 67,491 67,491
Land Loan 459,500 (9,660 ) 449,840 468,500 (16,762 ) 451,738
Total Loans Payable 1,145,161 (9,660 ) 1,135,501 895,064 (16,762 ) 878,302
Less: current portion 758,674 (8,917 ) 749,757 795,064 (13,345 ) 781,719
Loans Payable, non-current PS 386,487 PS (743 ) PS 385,744 PS 100,000 PS (3,417 ) PS 96,583

En
March 1, 2020, the Company received a loan in the amount of $27,641 (ARS $1,777,778) (the” 2020 Demand Loan”) which
bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly.

During
the six months ended June 30, 2020, the Company made principal payments on loans payable in the aggregate of $102,756, of which
$7,940 was paid on the 2020 Demand Loan, $5,906 was paid on the 2018 Demand Loan, $42,246 was paid on the 2018 Loan, $37,664
was paid on the 2017 Loan and $9,000 was paid on the Land Loan. The remaining decrease in principal balances are the result of
the impact of the change in exchange rates during the period.

los
Company incurred interest expense related to the loans payable in the amount of $16,087 and $38,707 during the three and six months
ended June 30, 2020, respectively, of which $3,777 and $7,102, respectively represented amortization of debt discount, and incurred
interest expense of $32,006 and $72,828 during the three and six months ended June 30, 2019, respectively, of which $8,241 and
$14,736, respectively represented amortization of debt discount.

PPP
Loan

En
May 6, 2020, the Company entered into a potentially forgivable loan from the U.S. Small Business Administration (“SBA”)
pursuant to the Paycheck Protection Program (“PPP”) enacted by Congress under the Coronavirus Aid, Relief, and Economic
Security Act (15 U.S.C. 636(a)(36)) (the “CARES Act”), resulting in net proceeds of $242,487 (the “PPP Loan”).
To facilitate the PPP Loan, the Company entered into a note payable agreement with Santander Bank, N.A. as the lender.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Under
the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company is eligible to
apply for and receive forgiveness for all or a portion of their respective PPP Loan. Such forgiveness will be determined, subject
to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but
not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying
Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels,
as defined, following the funding of the PPP Loan. The Company intends to use the proceeds of the PPP Loan for Qualifying Expenses.
However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. Alguna
amounts that are not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred for
six months after the date of disbursement. While the PPP Loan currently has a two-year maturity, the amended law permits the borrower
to request a five-year maturity from its lender.

SBA
Economic Injury Disaster Loans

En
May 22, 2020, the Company received a loan in the principal amount of $94,000 (the “EIDL Loan”) pursuant to the Economic
Injury Disaster Loan (“EIDL”) assistance program offered by the SBA in response to the impact of the COVID-19 pandemic
on the Company’s business. The EIDL Loan bears interest at 3.75% per annum and matures on May 22, 2050. Proceeds from the
EIDL are being used for working capital purposes. Monthly installment payments of $459, including principal and interest, are
due monthly beginning May 22, 2021. The EIDL Loan is secured by a security interest in all of the Company’s assets.

8.
DEBT OBLIGATIONS

los
Company’s debt obligations are summarized below:

June 30, 2020 December 31, 2019
Principal Interest (1) Total Principal Interest (1) Total
2010 Debt Obligations PS PS 317,715 PS 317,715 PS PS 305,294 PS 305,294
2017 Notes 1,170,354 213,957 1,384,311 1,170,354 167,341 1,337,695
Gaucho Notes 100,000 9,746 109,746 100,000 6,260 106,260
Total Debt Obligations PS 1,270,354 PS 541,418 PS 1,811,772 PS 1,270,354 PS 478,895 PS 1,749,249

(1)
Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets.

Cada
of the debt obligations listed above are past due and are payable on demand. The Company incurred interest expense of $31,261
and $62,523 in connection with its debt obligations during the three and six months ended June 30, 2020, respectively, and incurred
interest expense of $35,986 and $104,003 in connection with its debt obligations during the three and six months ended June 30,
2019, respectively.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

9.
CONVERTIBLE DEBT OBLIGATIONS

los
Company’s convertible debt obligations are summarized below:

June 30, 2020 December 31, 2019
Principal Interest (1) Total Principal Interest (1) Total
Convertible Notes PS 1,358,420 PS 18,956 PS 1,377,376 PS PS PS
Total Convertible Debt Obligations PS 1,358,420 PS 18,956 PS 1,377,376 PS PS PS

(1)
Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets.

During
the six months ended June 30, 2020, the Company sold unsecured convertible promissory notes (“Convertible Notes”)
in an aggregate amount of $1,358,420 to accredited investors who are all stockholders of the Company. The Convertible Notes mature
on December 31, 2020 and bear interest at 7% per annum. Principal and interest outstanding under the Convertible Notes are convertible
(i) automatically upon the closing of a firm commitment underwritten public offering registered pursuant to the Securities Act
of 1933, as amended (a “Public Offering”, at a conversion price equal to 85% of the price per share of the Company’s
common stock sold in the Public Offering (the “Mandatory Conversion Option”), or (ii) at the option of the holder
at any time prior to the Public Offering at a conversion price equal to the closing price of the Company’s common stock
on the day prior to conversion (the “Holder’s Conversion Option”). The Company incurred total interest expense
of $15,595 and $18,956 related to this debt during the three and six months ended June 30, 2020, respectively.

los
Company determined that the Holder’s Conversion Option represented a variable conversion feature with no floor. Accordingly,
the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby the Holder’s Conversion Option and
all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation
issued to employees or directors.

Como
of June 30, 2020, the value of Holders’ Conversion Option was de minimis. The contingently adjustable, non-bifurcated beneficial
conversion feature associated with the Mandatory Conversion Option of the Convertible Notes will be accounted for, if necessary,
at the time the contingency is resolved upon the occurrence of the Public Offering.

10.
RELATED PARTY TRANSACTIONS

Assets

Cuentas
receivable – related parties in the amount of $40,257 and $39,837 at June 30, 2020 and December 31, 2019, represented the
net realizable value of advances made to separate entities under common management.

Ver
Note 5 – Investments and Fair Value of Financial Instruments, for a discussion of the Company’s investment in warrants
of a separate entity under common management.

Expense
Sharing

En
April 1, 2010, the Company entered into an agreement with a Related Party to share expenses such as office space, support staff
and other operating expenses (the “Related Party ESA”). The agreement was amended on January 1, 2017 to reflect the
current use of personnel, office space, professional services. During the three and six months ended June 30, 2020, the Company
recorded a contra-expense of $203,941 and $343,857, respectively, and during the three and six months ended June 30, 2019, the
Company recorded a contra-expense of $117,968 and $189,889, respectively, related to the reimbursement of general and administrative
expenses as a result of the agreement.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During
2019, the Related Party prepaid approximately $566,132 of its future obligations under the Related Party ESA, in exchange for
a 15% reduction in the Related Party’s expense obligations under the Related Party ESA until the prepayment has been reduced
to $0. During the six months ended June 30, 2020, the Related Party prepaid an additional $267,397 of its future obligations
under the Related Party ESA. The Company repaid $126,000 of the amounts owed to the Related Party during the second quarter
of 2020. The prepaid balance of $707,529 as of June 30, 2020, is reflected as loans payable – related parties
on the accompanying condensed consolidated balance sheet.

los
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 December 31,
2019, of which the entire balance was deemed unrecoverable and reserved. During the six months ended June 30, 2020, the
Company received payments from the entity in the amount of $62,406 and recorded recovery of the bad debt allowance
of $62,406. The balance owed to the Company under this expense sharing agreement as of June 30, 2020 is $333,710 of which the
entire balance is deemed unrecoverable and is reserved.

11.
BENEFIT CONTRIBUTION PLAN

los
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.

UNA
participant is always fully vested in their account, including the Company’s contribution. For the three and six months
ended June 30, 2020, the Company recorded a charge associated with its contribution of $9,925 and $18,433 respectively, and for
the three and six months ended June 30, 2019, the Company recorded a charge associated with its contribution of $15,531 and $28,844,
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 these obligations based on the
fair market value of its common stock on the date the shares are issued (shares were issued at $0.35 per share during 2019). Como
of June 30, 2020, shares have not yet been issued in satisfaction of the previous year’s 401(k) obligation.

12.
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY

Serie
B Preferred Stock

En
March 29, 2020, the Company’s Board of Directors as well as the holders of the Series B Convertible Preferred Stock approved
an Amendment to the Certificate of Designation of the Series B Convertible Preferred Stock (the “Third Amendment”)
which extends the period in which holders of the Series B Shares may voluntarily elect to convert such shares into shares of common
stock of the Company to December 31, 2020. In addition, the Series B Amendment extends the date upon which the Company shall redeem
all then-outstanding Series B Shares and all unpaid accrued and accumulated dividends to December 31, 2020.

En
February 18, 2020, GGH repurchased 1,600 shares of the Series B Preferred Stock from a shareholder at $10 per share and paid accrued
dividends of $2,451.

los
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. Dividends earned by the
Series B stockholders were $182,360 and $361,987 for the three and six months ended June 30, 2020, respectively, and were $179,770
and $357,565 for the three and six months ended June 30, 2019, respectively. Dividends payable of $82,772 are included in the
current portion of other liabilities at June 30, 2020. Cumulative unpaid and undeclared dividends in arrears related to the Series
B totaled $1,626,348 and $1,264,361 as of June 30, 2020 and December 31, 2019, respectively.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Accumulated
Other Comprehensive Income

por
three and six months ended June 30, 2020, the Company recorded $290,472 and $418,523, respectively, of foreign currency
translation adjustments as accumulated other comprehensive income, and for the three and six months ended June 30, 2019, the Company
recorded benefits of $357,078 and $365,417, respectively, 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

UNA
summary of warrants activity during the six months ended June 30, 2020 is presented below:

Number of
Warrants
Weighted
Average
Exercise
Precio
Weighted
Average
Remaining
Life in
Años
Intrinsic
Valor
Outstanding, January 1, 2020 566,742 PS 2.11
Issued
Exercised
Cancelled
Expired (92,119 ) 1.38
Outstanding, June 30, 2020 474,623 PS 2.13 0.9 PS
Exercisable, June 30, 2020 474,623 PS 2.13 0.9 PS

UNA
summary of outstanding and exercisable warrants as of June 30, 2020 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
PS 2.00 Common Stock 348,332 1.0 348,332
PS 2.50 Common Stock 126,291 0.7 126,291
Total 474,623 474,623

Stock
Opciones

During
the three and six months ended June 30, 2020, the Company recorded stock-based compensation expense of $102,675 and $206,256,
respectively, and during the three and six months ended June 30, 2019, the Company recorded stock-based compensation expense of
$68,508 and $226,502, respectively related to the amortization of stock option grants, and which is reflected in general and administrative
expenses in the accompanying condensed consolidated statements of operations. As of June 30, 2020, there was $861,664 of unrecognized
stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.27
años.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

UNA
summary of GGH stock options activity during the six months ended June 30, 2020 is presented below:

Number of
Opciones
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Life in Years
Intrinsic
Valor
Outstanding, January 1, 2020 9,550,640 PS 0.78
Granted
Exercised
Expired (570,750 ) 2.18
Forfeited
Outstanding, June 30, 2020 8,979,890 PS 0.69 3.2 PS 66,598
Exercisable, June 30, 2020 3,142,546 PS 1.06 2.5 PS 6,094

los
following table presents information related to GGH stock options at June 30, 2020:

Options Outstanding Options Exercisable
Exercise
Precio
Outstanding
Number of
Opciones
Weighted
Average
Remaining
Life in Years
Exercisable
Number of
Opciones
PS 0.385 4,439,890 3.6 406,251
PS 0.539 1,500,000 3.2 656,259
PS 0.770 1,320,000 2.6 742,506
PS 1.100 1,020,000 2.4 637,530
PS 2.200 700,000 1.2 700,000
8,979,890 2.5 3,142,546

Gaucho
Group, Inc. Stock Options

Como
of June 30, 2020, options to purchase 6,570,000 shares of GGI common stock are outstanding under the 2018 Gaucho Plan.

13.
LEASES

los
Company leased one corporate office in New York, New York, through an operating lease agreement (the “New York Lease”),
which was set to expire on August 31, 2020. Effective May 31, 2020, the Company terminated the New York Lease. As consideration
of the termination, the landlord is entitled to retain and apply the full amount of the $61,284 security deposit as a partial
payment of the rent and the additional rent due and payable under the lease. The Company paid the landlord the following additional
amounts: (i) $5,683, representing the additional amount of unpaid rent and additional rent due and payable under the lease through
the termination date, and (ii) $11,860, representing the landlord’s cost for the post-termination date cleaning of the premises.
The Company recognized a loss of $39,367 in connection with the termination of the lease and the derecognition of
the ROU asset and related lease liability.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Como
of June 30, 2020, the Company had no leases that were classified as a financing lease and did not have any additional operating
and financing leases that have not yet commenced.

Total
operating lease expenses were $96,361 and $154,177, for the three and six months ended June 30, 2020, respectively, and were $57,816
and $115,633 for the three and six months ended June 30, 2019, respectively, Lease expenses are recorded in general and administrative
expenses on the unaudited condensed consolidated statements of operations.

Supplemental
cash flows information related to leases was as follows:

For the six months ended
June 30,
2020 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases PS 78,827 PS 118,998
Right-of-use assets obtained in exchange for lease obligations:
Operating leases PS PS 361,020
Weighted Average Remaining Lease Term:
Operating leases 0.00 years 1.17 years
Weighted Average Discount Rate:
Operating leases 8.0 % 8.0 %

14.
SEGMENT DATA

Prior
to the commencement of GGI operations, the Company’s chief operating decision-maker (CODM) reviewed the operating results
of the Company on an aggregate basis and managed the Company’s operations as a single operating segment. As a result of
the commencement of GGI operations in the fourth quarter of 2019, the Company’s financial position and results of operations
are classified into three reportable segments, consistent with how the CODM makes decisions about resource allocation and assesses
the Company’s performance.

Real
Estate Development, through AWE and TAR, including hospitality and winery operations, which support the ALGODON® brand.
Fashion
(e-commerce), through GGI, including the manufacture and sale of high-end fashion and accessories sold through an e-commerce
plataforma.
Corporate,
consisting of general corporate overhead expenses not directly attributable to any one of the business segments.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

los
Company has recast its financial information and disclosures for the prior period to reflect the segment disclosures as if the
current presentation had been in effect throughout all periods presented. The following tables present segment information for
the three and six months ended June 30, 2020 and 2019:

por
the Three Months Ended June 30, 2020
por
the Six Months Ended June 30, 2020
Real
Estate Development
Fashion
(e-commerce)
Corporate(1) TOTAL Real
Estate Development
Fashion
(e-commerce)
Corporate(1) TOTAL
Revenues PS 117,332 PS PS PS 117,332 PS 413,570 PS 749 PS PS 414,318
Revenues
from Foreign Operations
PS 117,332 PS PS PS 117,332 PS 413,570 PS PS PS 413,570
Loss
from Operations
PS (548,424 ) PS (251,695 ) PS (635,239 ) PS (1,435,359 ) PS (846,380 ) PS (569,308 ) PS (1,285,395 ) PS (2,701,083 )

por
the Three Months Ended June 30, 2019
por
the Six Months Ended June 30, 2019
Real
Estate
Desarrollo
Fashion
(e-commerce)
Corporate(1) TOTAL Real
Estate Development
Fashion
(e-commerce)
Corporate(1) TOTAL
Revenues PS 268,733 PS PS PS 268,733 PS 709,228 PS PS PS 709,228
Revenues
from Foreign Operations
PS 268,733 PS PS PS 268,733 PS 709,228 PS PS PS 709,228
Loss
from Operations
PS (568,053 ) PS (179,453 ) PS (1,124,917 ) PS (1,872,423 ) PS (590,708 ) PS (514,861 ) PS (2,093,711 ) PS (3,199,280 )

(1)
Unallocated corporate operating losses resulting from general corporate overhead expenses not directly attributable to any one
of the business segments.

15.
COMMITMENTS AND CONTINGENCIES

Legal
Matters

los
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.

GAUCHO
GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Employment
Agreement

En
September 28, 2015, the Company entered into an employment agreement with Scott Mathis, the Company’s CEO (the “Employment
Agreement”). Among other things, the agreement provided for a three-year term of employment at an annual salary of $401,700
(subject to a 3% cost-of-living adjustment per year), bonus eligibility, paid vacation and specified business expense reimbursements.
The agreement sets limits on Mr. Mathis’ annual sales of GGH common stock. Mr. Mathis is subject to a covenant not to compete
during the term of the agreement and following his termination for any reason, for a period of twelve months. Upon a change of
control (as defined by the agreement), all of Mr. Mathis’ outstanding equity-based awards will vest in full and his employment
term resets to two years from the date of the change of control. Following Mr. Mathis’s termination for any reason, Mr.
Mathis is prohibited from soliciting Company clients or employees for one year and disclosing any confidential information of
GGH for a period of two years. The agreement may be terminated by the Company for cause or by the CEO for good reason, in accordance
with the terms of the agreement. The Board of Directors extended the Employment Agreement on various dates such that as of March
29, 2020 the Employment Agreement, as amended, expires on December 31, 2020. All other terms of the Employment Agreement remain
lo mismo. The Board of Directors also approved the payment of Mr. Mathis’ cost of living salary adjustment of 3% for the
years 2019 and 2020 to be paid in equal monthly installments beginning January 1, 2021, provided the Company has uplisted to a
national stock exchange. The Board of Directors granted a retention bonus to Mr. Mathis that consists of the real estate lot on
which Mr. Mathis has been constructing a home at Algodon Wine Estates, to vest in one-third increments over the next three years
(the “Retention Period”), provided Mr. Mathis’s performance as an employee with the Company continues to be
satisfactory, as deemed by the Board of Directors. The current market value of the lot is $115,000, and before ownership of the
lot can be transferred to Mr. Mathis, the Company must be legally permitted to issue a deed for the property. Mr. Mathis is eligible
to receive a pro-rata portion of the bonus if his employment is terminated before the end of the Retention Period.

Debido
to economic circumstances related to the global coronavirus outbreak 2019 (COVID-19), on March 13, 2020, Mr. Mathis voluntarily
deferred payment of 85% of his salary. The Company is accruing all compensation not paid to Mr. Mathis pursuant to his employment
agreement until the Company has sufficient funds to pay his full compensation.

16.
SUBSEQUENT EVENTS

administración
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.

Convertible Notes

Between July 1, 2020
and August 4, 2020, the Company sold Convertible Notes in an aggregate amount of $577,763 to accredited investors who are all
stockholders of the Company. The Convertible Notes mature on December 31, 2020 and bear interest at 7% per annum. Principal and
interest outstanding under the Convertible Notes are convertible (i) automatically upon the Public Offering, at a conversion price
equal to 85% of the price per share of the Company’s common stock sold in the Public Offering (the “Mandatory Conversion
Option”, or (ii) at the option of the holder at any time prior to the Public Offering at a conversion price equal to the
closing price of the Company’s common stock on the day prior to conversion (the “Holder’s Conversion Option”).

Foreign
Currency Exchange Rates

los
Argentine peso to United States dollar exchange rate was 73.0484, 70.3968 and 59.8979 at August 18, June 30, 2020
and December 31, 2019, respectively.

los
British pound to United States dollar exchange rate was 0.7633, 0.8137 and 0.7541 at August 18, June 30, 2020, and
December 31, 2019, respectively.

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

los
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
con la Comisión de Bolsa y Valores. 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.

los
independent registered public accounting firm’s report on the Company’s consolidated financial statements as of December
31, 2019, 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.

Por favor
note that because we qualify as an emerging growth company and as a smaller reporting company, we have elected to follow the smaller
reporting company rules in preparing this Quarterly Report on Form 10-Q.

Visión general

Nosotros
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
and fashion sales, 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. We have also established an e-commerce platform for the sale of high-end luxury fashion and accessories.

Investment
in foreign real estate requires consideration of certain risks typically not associated with investing in the United States. Tal
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.

Reciente
Developments and Trends

En
December 2019, the 2019 novel coronavirus (“COVID-19”) surfaced in Wuhan, China. The World Health Organization declared
the outbreak as a global pandemic in March 2020. Recently, we temporarily closed our corporate office, as well as our hotel, restaurant,
winery operations, and golf and tennis operations. Further, the Gaucho factories have closed, borders for importing product have
been impacted and the Gaucho fulfillment center is also closed. In response, we have negotiated out of our New York lease, renegotiated
with our vendors and implemented salary reductions in order to reduce Company costs. We have also created an e-commerce platform
for our wine sales in response to the pandemic. We are continuing to monitor the outbreak of COVID-19 and the related business
and travel restrictions, and the changes to behavior intended to reduce its spread, and the related impact on our operations,
financial position and cash flows, as well as the impact on our employees. Due to the rapid development and fluidity of this situation,
the magnitude and duration of the pandemic and its impact on our future operations and liquidity is uncertain as of the date of
this report. While there could ultimately be a material impact on our operations and liquidity, this impact cannot currently be
determined.

Financings

During
the six months ended June 30, 2020, we raised approximately $2.1 million of new capital through the issuance of convertible and
non-convertible debt, proceeds from the U.S. Small Business Administration (“SBA”) Paycheck Protection Program Loan
(the “PPP Loan”), and the Economic Injury Disaster Loan (“EIDL”), partially offset by approximately $0.2
million due to repayments of convertible and non-convertible debt and repurchase of preferred stock from a shareholder. Nosotros usamos
the net proceeds from these issuances for general working capital and capital expenditures.

Liquidez
and Going Concern

Como
reflected in our accompanying condensed consolidated financial statements, we have generated significant losses which have
resulted in a total accumulated deficit of approximately $90 million, raising substantial doubt that we will be able to
continue operations as a going concern. In the audit opinion for our financial statements as of and for the year ended
December 31, 2019, our independent auditors included an explanatory paragraph expressing substantial doubt about our ability
to continue as a going concern based upon our accumulated deficit and our working capital deficit as of December 31, 2019,
and our 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.

Nuestra
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
and possibly sell certain company assets, 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. The conditions outlined above indicate that there is substantial doubt about our ability to continue
as a going concern within one year after the financial statement issuance date.

Our unaudited condensed
consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with
accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate our continuation
as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying
amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport
to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment
that might result from the outcome of this uncertainty.

Consolidated
Results of Operations

Three
months ended June 30, 2020 compared to three months ended June 30, 2019

Visión general

Nosotros
reported net losses of approximately $1.5 million and $2.0 million for the three months ended June 30, 2020 and 2019, respectively.

Revenues

Revenues
were approximately $117,000 and $269,000 during the three months ended June 30, 2020 and 2019, respectively, representing a decrease
of $152,000 or 57%. Decreases in revenue results primarily from a decrease in hotel and restaurant revenues of approximately $126,000
resulting from the temporary closure of our hotel and restaurants due to government restrictions as of a result of COVID-19, and
a decrease of approximately $52,000 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 June 30, 2020 compared to the three months ended June 30, 2019, partially offset by
an increase in wine sales of approximately $15,000 as a result of our e-commerce wine sales and an increase in agricultural revenues
of approximately $11,000 resulting from the sale of grapes during the quarter.

Gross
pérdida

We generated a gross
loss of approximately $124,000 for the three months ended June 30, 2020 as compared to a gross loss of approximately $133,000
for the three months ended June 30, 2019, representing a decrease of $9,000 or 7%, primarily as the result
of the decrease in our revenues as described above.

Cost
of sales, which consists of real estate lots, raw materials, direct labor and indirect labor associated with our business activities,
decreased by approximately $160,000 from $401,000 for the three months ended June 30, 2019 to $241,000 for the three months ended
June 30, 2020. The decrease in cost of sales results from the decrease in hotel and restaurant costs of approximately $146,000
resulting from the temporary closure of our hotel and restaurants due to government restrictions as of a result of COVID-19, and
a decrease of approximately $117,000 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 June 30, 2020 compared to the three months ended June 30, 2019, were partially offset
by an increase in the cost of grapes sold during the period of $113,000.

De venta
and marketing expenses

De venta
and marketing expenses were approximately $12,000 and $125,000 for the three months ended June 30, 2020 and 2019, respectively,
representing a decrease of $113,000 or 90% in 2020, primarily resulting from the impact of COVID-19 shut-downs during the quarter,
as well as a Gaucho Group marketing event that was held in the second quarter of 2019.

General
and administrative expenses

General and administrative
expenses were approximately $1,253,000 and $1,552,000 for the three months ended June 30, 2020 and 2019, respectively,
representing a decrease of $299,000 or 19%. The decrease results primarily from the decreases of approximately $141,000
in professional fees, approximately $95,000 in travel expenses, and approximately $100,000 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 June 30, 2020 compared to the three
months ended June 30, 2019, partially offset by the $39,000 loss recognized in connection with the termination of the Company’s
New York office lease.

Depreciation
and amortization expense

Depreciation
and amortization expense was approximately $46,000 and $63,000 during the three months ended June 30, 2020 and 2019, respectively,
representing a decrease of $17,000 or 27%, primarily 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 June 30, 2020 compared to the three months ended June 30, 2019.

Interest
expense, net

Interest
expense, net was approximately $91,000 and $105,000 during the three months ended June 30, 2020 and 2019, respectively, representing
a decrease of $14,000 or 13%, primarily 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 June 30, 2020 compared to the three months ended June 30, 2019.

Six
months ended June 30, 2020 compared to six months ended June 30, 2019

Visión general

Nosotros
reported net losses of approximately $2.8 million and $3.4 million for the six months ended June 30, 2020 and 2019, respectively.

Revenues

Revenues
were approximately $414,000 and $709,000 during the six months ended June 30, 2020 and 2019, respectively, representing a decrease
of $295,000 or 42%. Decreases in revenues are primarily due to approximately $196,000 resulting from the impact of the decline
in the value of the Argentine peso vis-à-vis the U.S. dollar for the six months ended June 30, 2020 compared to the six
months ended June 30, 2019, decreases in wine sales of approximately $74,000, and a decrease in hotel and restaurant revenues
of approximately $57,000, partially offset by an increase in agricultural revenues of approximately $11,000 resulting from the
sale of grapes during the quarter.

Gross
(loss) profit

Nosotros
generated a gross loss of approximately $(76,000) for the six months ended June 30, 2020 as compared to a gross profit of approximately
$79,000 for the six months ended June 30, 2019, representing a decrease of $155,000 or 196%, primarily as a result of the decrease
in revenues as described above.

Cost
of sales, which consists of real estate lots, raw materials, direct labor and indirect labor associated with our business activities,
decreased by approximately $139,000 from $630,000 for the six months ended June 30, 2019 to $491,000 for the six months ended
June 30, 2020. The decrease in cost of sales results consists primarily of decrease of approximately $20,000 in hotel and restaurant
costs resulting from the decline in revenues as described above, and approximately $226,000 related to the impact of the decline
in the value of the Argentine peso vis-à-vis the U.S. dollar, partially offset by an increase in the cost of grapes sold
during the period of approximately $113,000.

De venta
and marketing expenses

De venta
and marketing expenses were approximately $50,000 and $237,000 for the six months ended June 30, 2020 and 2019, respectively,
representing a decrease of $187,000 or 79% in 2020, primarily resulting from the impact of COVID-19 shut-downs as well as a Gaucho
Group marketing event that was held in the second quarter of 2019.

General
and administrative expenses

General and administrative
expenses were approximately $2,482,000 and $2,929,000 for the six months ended June 30, 2020 and 2019, respectively, representing
a decrease of $447,000 or 15%. The decrease results primarily from the decreases of approximately $264,000 in professional
fees, approximately $196,000 in travel expenses, and approximately $249,000 resulting from the impact of the decline in the value
of the Argentine peso vis-à-vis the U.S. dollar for the six months ended June 30, 2020 compared to the six months ended
June 30, 2019, partially offset by an increase of approximately $199,000 in exchange rate losses and $39,000 loss recognized
in connection with the termination of the Company’s New York office lease.

Depreciation
and amortization expense

Depreciation
and amortization expense was approximately $93,000 and $112,000 during the six months ended June 30, 2020 and 2019, respectively,
representing a decrease of $19,000 or 17%, primarily 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 June 30, 2020 compared to the three months ended June 30, 2019.

Interest
expense, net

Interest
expense, net was approximately $121,000 and $227,000 during the six months ended June 30, 2020 and 2019, respectively, representing
a decrease of $106,000 or 47%. The decrease is primarily the result of (i) decrease in the average balance of debt outstanding
during the six months ended June 30, 2020 as compared to the six months ended June 30, 2019, as a result of principal payments
on loans payable and debt obligations of approximately $220,000 and $50,000, respectively, as well as the conversion of approximately
$2,107,000 of debt principal and related interest payable into equity of GGI on June 30, 2019, and (ii) the decrease in
interest expenses to the Federal Administration of Public Revenues in Argentine due to renegotiating the payment plan.

Liquidez
and Capital Resources

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

junio
30,
2020
diciembre
31,
2019
Cash PS 150,710 PS 40,378
Working
Capital (Deficiency)
PS (5,165,818 ) PS (3,309,206 )

Based
upon our working capital deficiency as of June 30, 2020, 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.

During
the six months ended June 30, 2020 and 2019, we have relied primarily on debt and equity offerings to third party independent,
accredited investors, related parties, and the government to sustain operations. During the six months ended June 30, 2020, we
received proceeds of approximately $1,358,000 from the issuance of convertible debt, proceeds from related party loans payable
and non-related party loans payable of approximately $267,000 and $28,000, respectively, proceeds from the PPP Loan of
approximately $242,000, and proceeds from the EIDL of $94,000.

los
proceeds from these financing activities were used to fund our existing operating deficits, legal and accounting expenses associated
with being a public company and the general working capital needs of the business.

Availability
of Additional Funds

Como
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 and capital expenditures, including GGI inventory production,
development of the GGI e-commerce platform, expansion of our winery and additional investments in real estate development. Si
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 Six months ended June 30, 2020 and 2019

Net
Cash Used in Operating Activities

Net cash used in operating
activities for the six months ended June 30, 2020 and 2019 amounted to approximately $2,036,000 and $3,420,000, respectively.
During the six months ended June 30, 2020 the net cash used in operating activities was primarily attributable to the net loss
of approximately $2,802,000, adjusted for approximately $407,000 of net non-cash expenses, and approximately $359,000
of cash provided by changes in the levels of operating assets and liabilities. During the six months ended June 30, 2019,
the net cash used in operating activities was primarily attributable to the net loss of approximately $3,394,000, adjusted for
approximately $459,000 of net non-cash expenses, and approximately $485,000 of cash used for changes in the levels of operating
assets and liabilities.

Cash
Used in Investing Activities

Cash
used in investing activities for the six months ended June 30,2020 and 2019 amounted to approximately $17,000 and $122,000, respectively.
Cash used in investing activities during the six months ended June 30, 2020 and 2019 resulted entirely from the purchase of property
and equipment.

Net
Cash Provided by Financing Activities

Net cash provided by financing
activities for the six months ended June 30 and 2019 amounted to approximately $1,745,000 and $3,620,000, respectively.
For the six months ended June 30, 2020 the net cash provided by financing activities resulted from approximately $1,358,000 of
proceeds from convertible debt obligations, approximately $267,000 and $28,000, respectively, from the proceeds from the
issuance of related party loans payable and non-related party loans payable, approximately $242,000 of proceeds from the PPP Loan,
and $94,000 of proceeds from the EIDL, partially offset by loan repayments of approximately $229,000 and the repurchase
of preferred stock of $16,000 from a shareholder. For the six months ended June 30, 2019, the net cash provided by financing activities
resulted primarily from approximately $786,000 of proceeds from convertible debt obligations and approximately $3,010,000 of proceeds
from common stock offerings, partially offset by debt and loan repayments of approximately $176,000.

Going
Concern and Management’s Liquidity Plans

los
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. Further, while the Company plans to apply to NASDAQ later this year to uplist its common stock following
a public offering of equity, should that effort not be successful, the Company would be required, on December 31, 2020, to redeem
all Series B Shares that have not been previously converted to common stock. The cost to redeem these shares would likely have
a materially adverse effect on the Company’s financial position and would likely require either the liquidation of certain
Company assets or an effort to raise new equity or debt financing. Whether the Company would be able to consummate any such transaction,
should it need to do so, on economically beneficial terms or otherwise, cannot be presently known. These 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.

Nosotros
are continuing to monitor the outbreak of COVID-19, as described above, and the related impact on our operations, financial position
and cash flows, as well as the impact on our employees. Recently, we temporarily closed our corporate office, as well as our hotel,
restaurant, winery operations, and golf and tennis operations. Further, the Gaucho factories have closed, borders for importing
product have been impacted and the Gaucho fulfillment center is also closed. In response we have reduced costs by negotiating
out of our New York lease, renegotiating with our vendors and implementing salary reductions. We have also created an e-commerce
platform for our wine sales in response to the pandemic. Due to the rapid development and fluidity of this situation, the magnitude
and duration of the pandemic and its impact on our future operations and liquidity are uncertain as of the date of this report.
While there could ultimately be a material impact on our operations and liquidity, this impact cannot currently be determined.

Based
on current cash on hand and subsequent activity as described herein, our cash-on-hand only allows us to operate our business operations
on a month-to-month basis. Because of our limited cash availability, we have scaled back our operations to the extent possible.
While we are exploring opportunities with third parties and related parties to provide some or all of the capital we need, we
have not entered into any agreement to provide us with the necessary capital. Historically, we have been successful in raising
funds to support our capital needs. However, 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 assets and/or seek reorganization
under the U.S. bankruptcy code. As a result, our auditors have issued a report which includes an explanatory paragraph relating
to our ability to continue as a going concern in conjunction with their audit of our December 31, 2019 and 2018 consolidated financial
statements.

Off-Balance
Sheet Arrangements

Ninguna.

Contractual
Obligations

Como
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

Ahí
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 March 30, 2020. Please refer to that document for disclosures regarding the critical accounting policies related
to our business.

Articulo
3. Quantitative and Qualitative Disclosure About Market Risk

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

Articulo
4: Controls and Procedures

Disclosure
Controls and Procedures

Nuestra
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 June 30, 2020, 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 June 30, 2020.

Cambios
in Internal Control over Financial Reporting

Ahí
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 June 30, 2020 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

Inherent
Limitations of Controls

administración
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.

PART
II – OTHER INFORMATION

Articulo
1. Legal Proceedings

De
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. We are not involved in any litigation that we believe
is likely, individually or in the aggregate, to have a material adverse effect on our consolidated financial condition, results
of operations or cash flows.

Articulo
1A. Risk Factors

Como
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, 2019, filed with the SEC on March 30, 2020, our Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed with
the SEC on July 6, 2020 and below.

Nosotros
face significant business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse
effect on our business and results of operations.

A
update the risk factors disclosed in our Quarterly Report for the period ended March 31, 2020, the Company has reduced expenses
by negotiating an early termination of our office lease at 135 Fifth Avenue in New York City, and all employees and contractors
are currently working from home. In addition, we are reviewing our labor needs to run the administrative side of the Company in
New York.

Beginning Monday, April
13, 2020, Gaucho – Buenos Aires’s warehouse and fulfillment center, Bergen Logistics, announced it would operate on
a four day schedule from Monday through Thursday, allowing for a 72 hour window from Friday through Sunday for any possible surface
viruses to self-eliminate. On June 12, Bergen announced that it would increase its warehouse operations to a Sunday through Friday
schedule.

Throughout the pandemic,
we also experienced significant delays in product development, production, and shipping from our oversees manufacturing partners,
many of whom have been on complete lockdown for the safety of their workers. Some of our manufacturing partners have even had
to close permanently. Because of this, we are in the process of pursuing new vendors.

Due to the events stated
above, it was necessary for us to reduce our email marketing efforts to our customer database, as we were not able to fulfill
orders. This resulted in a significant reduction in web traffic and sales.

Although
the Company presently has enough cash on hand to sustain its operations on a month to month basis, we are continuing to explore
opportunities with third parties and related parties to provide some or all of the capital we need. However, 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 assets and/or seek reorganization under the U.S. bankruptcy code. As a result,
our auditors have issued a report which includes an explanatory paragraph relating to our ability to continue as a going concern
in conjunction with their audit of our December 31, 2019 and 2018 consolidated financial statements.

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

En
February 17, 2020, the Board of Directors approved the offer and sale of a series of unsecured convertible promissory notes (the
“Convertible Notes”) in an amount up to $1,500,000 and subsequently on March 29, 2020, unanimously approved an increase
to $3,000,000 to accredited investors with a substantive pre-existing relationship with the Company, in a private placement. los
Convertible Notes each have the same terms with a maturity date of December 31, 2020 (the “Maturity Date”) and mandatory
conversion into common stock of the Company registered under the Securities Act of 1933, as amended (the “Securities Act”)
with a 15% discount price to the offer and sale of the Company’s common shares upon a registered offering and uplist to
Nasdaq (the “Mandatory Conversion”). At any time before the Mandatory Conversion but no later than the Maturity Date,
holders of the Convertible Notes will have the right to convert the total principal amount of the Convertible Notes, together
with all accrued and unpaid interest thereon into shares of unregistered common stock of the Company at the closing price of the
Company’s stock as quoted on the over-the-counter market as of the trading day prior to receipt of the notice to convert.

Between
April 1, 2020 and June 30, 2020, the Company sold Convertible Notes in an aggregate amount of $633,420 to accredited investors
who are all stockholders of the Company. 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, in connection
with the sales. A Form D was filed with the Securities and Exchange Commission on March 11, 2020, an amended Form D was filed
on May 29, 2020, an amended Form D was filed on July 13, 2020, and an amended Form D was filed on August 10, 2020.

Articulo
3. Defaults upon Senior Securities

En
March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). los
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.

En
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.

Como
previously reported on the Company’s Annual Reports on Forms 10-K for the years ending December 31, 2017, December 31, 2018,
and December 31, 2019, the Company sold convertible promissory notes in the aggregate principal amount of $2,046,730 (together,
the “2017 Notes”). The 2017 Notes matured 90 days from the date of issuance, bear interest at 8% per annum and were
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. As of June 30, 2020, principal of $1,170,354 and interest of
$190,649 outstanding on the 2017 Notes is past due and is payable on demand. The 2017 Notes are no longer convertible.

Como
disclosed previously in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s
subsidiary, Gaucho Group, Inc. (“GGI”) sold convertible promissory notes in the total amount of $2,266,800 to accredited
investors (the “GGI Notes”). The maturity date of the notes was March 31, 2019, and at the option of the holder, the
principal amount of the note plus accrued interest could be converted into GGI common stock at a 20% discount to the share price
in a future offering of common stock by GGI. One GGI Note representing $100,000 of principal and $4,498 of interest is past due
as of June 30, 2020 and payable on demand. GGI Notes are no longer convertible since the notes are past their maturity date.

Articulo
4. Mine and Safety Disclosure

No
applicable.

Articulo
5. Other Information

Between
July 1, 2020 and August 4, 2020, the Company sold Convertible Notes in an aggregate amount of $577,763 to accredited
investors who are all stockholders of the Company. 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,
in connection with the sales. A Form D was filed with the Securities and Exchange Commission on March 11, 2020, an amended Form
D was filed on May 29, 2020, an amended Form D was filed on July 13, 2020, and an amended Form D was filed on August 10, 2020.

Articulo
6. Exhibits

los
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 Descripción
3.1 Amended and Restated Certificate of Incorporation filed September 30, 2013 1
3.2 Amendment to the Amended and Restated Certificate of Incorporation filed September 20, 2018 and effective October 1, 2018 17
3.3 Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed March 1, 2019 and effective March 11, 2019 9
3.7 Amended and Restated Bylaws 7
3.8 Amendment to the Company’s Amended and Restated Bylaws as approved on July 8, 2019 10
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 2
4.3 Certificate of Designation of Series B Convertible Preferred Stock, dated February 28, 2017 2
4.4 Amendment to the Company’s Certificate of Designation of the Series B Convertible Preferred Stock as approved by the Board of Directors and the Series B Preferred stockholders on December 3, 2019 and filed with the Delaware Secretary of State.11
4.5 Amendment to the Company’s Certificate of Designation of the Series B Convertible Preferred Stock as approved by the Board of Directors and the Series B Preferred stockholders on January 30, 2020 and filed with the Delaware Secretary of State. 12
4.5 Amendment to the Company’s Certificate of Designation of the Series B Convertible Preferred Stock as approved by the Board of Directors on March 29 and the Series B Preferred stockholders on March 27, 2020 and filed with the Delaware Secretary of State. 15
4.6 2016 Stock Option Plan. 3
4.7 First Amendment to 2016 Stock Option Plan as adopted by the Board of Directors on October 20, 2016. 3
4.8 2018 Equity Incentive Plan. 8
4.9 Amendment to the Company’s 2018 Equity Incentive Plan as approved by the Board of Directors on May 13, 2019 and the stockholders on July 8, 2019 10
4.10 Amendment to the Company’s 2018 Equity Incentive Plan effective July 8, 2019 as approved by the Board of Directors 13
10.1 Employment Agreement by and between the Company and Scott L. Mathis dated September 28, 2015 5
10.1 Retention Bonus Agreement by and between the Company and Scott L. Mathis dated March 29, 2020 15
10.2 Agreement of Lease between 135 Fifth Avenue LLC and Diversified Biotech Holdings Corp. dated July 1, 2006 and Amendment of Lease between 135 Fifth Avenue LLC and Diversified Private Equity Corp., dated September 1, 2010 1
10.3 Second Amendment of Lease between 135 Fifth Avenue LLC and Diversified Private Equity Corp., dated July 10, 2015 4
10.4 Investor Relations Consulting Agreement between MZHCI, LLC and the Company, dated April 8, 2016 6
10.5 Expense Sharing Agreement between Hollywood Burger Holdings Inc. and the Company, dated April 1, 2010, as last amended on December 27, 2019 14
10.6 Loan Agreement between the Company and Santander Bank, N.A., dated May 6, 2020dieciséis

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 from the Company’s Current Report on Form 8-K, filed on March 2, 2017.
3. Incorporated
by reference from the Company’s Annual Report on Form 10-K, filed on March 31, 2017.
4. Incorporated
by reference from the Company’s Annual Report on Form 10-K, filed on March 30, 2016.
5. Incorporated
by reference from the Company’s Quarterly report on Form 10-Q, filed on November 16, 2015.
6. Incorporated
by reference from the Company’s Quarterly Report on Form 10-Q, filed on May 16, 2016.
7. Incorporated
by reference from the Company’s Current Report on Form 8-K, filed on December 20, 2017.
8. Incorporated
by reference from the Company’s Quarterly Report on Form 10-Q, filed on November 19, 2018.
9. Incorporated
by reference from the Company’s Current Report on Form 8-K, filed on March 14, 2019.
10. Incorporated
by reference to the Company’s Current Report on Form 8-K filed on July 9, 2019.
11. Incorporated
by reference to the Company’s Current Report on Form 8-K filed on December 4, 2019.
12. Incorporated
by reference to the Company’s Current Report on Form 8-K filed on January 31, 2020.
13. Incorporated
by reference to the Company’s Registration Statement on Form S-1 filed on August 30, 2019.
14. Incorporated
by reference to the Company’s Amended Registration Statement on Form S-1 filed on January 27, 2020.
15. Incorporated
by reference to the Company’s Current Report on Form 8-K filed on April 1, 2020.
16. Incorporated
by reference to the Company’s Current Report on Form 8-K filed on May 15, 2020.
17. Incorporated
by reference to the Company’s Quarterly Report on Form 10-Q filed on July 6, 2020.
* Filed
herewith.
** Furnished,
not filed herewith.

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:
19 de agosto de 2020
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

Exhibit
31.1

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

I,
Scott L. Mathis, certify that:

1. yo
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. los
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; y
(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;
y

5. los
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) Todas
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; y
(b) Alguna
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.

agosto
19, 2020
/s/
Scott L. Mathis
Name: Scott
L. Mathis
Title: Chief
Executive Officer
(Principal
Executive Officer)

Exhibit
31.2

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

I,
Maria Echevarria, certify that:

1. yo
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. los
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; y
(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;
y

5. los
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) Todas
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; y
(b) Alguna
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.

agosto
19, 2020
/s/
Maria Echevarria
Name: Maria
I. Echevarria
Title: Chief
Financial Officer
(Principal
Accounting Officer)

Exhibit
32

CERTIFICATION
PURSUANT TO

18
U.S.C. §1350,

COMO
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

En
connection with the Quarterly Report of Gaucho Group Holdings, Inc. (the “Company’s Quarterly Report”) on Form
10-Q for the period ended June 30, 2020, 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. los
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; y

2. Información
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:
19 de agosto de 2020
/s/
Maria I. Echevarria
Maria
I. Echevarria
Chief
Financial Officer and Principal Financial Officer
Dated:
19 de agosto de 2020

Esta
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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