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 utr:ha

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
one)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended December 31, 2023

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________________ to ________________

 Commission
file number: 001-40075

Group Holdings, Inc.

 (Exact
Name of Registrant as Specified in Its Charter)

 Delaware

 52-2158952

 (State
 or Other Jurisdiction

 of
 Incorporation or Organization)

 (I.R.S.
 Employer

 Identification
 No.)

 NE 41st Street, Suite 106, Miami, Florida

 33137

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (212) 739-7700

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock

 VINO

 The
 Nasdaq Stock Market LLC

registered pursuant to Section 12(g) of the Act: N/A

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

by the check mark whether the registration has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes No

 Auditor
 PCAOB ID: 688

 Auditor
 Name: Marcum LLP

 Auditor
 Location: New York, New York

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates (633,231 shares) computed by reference to the
price at which the common equity was last sold as of June 30, 2023, the last business day of the registrant's most recently completed
second fiscal quarter, was $ 3,546,091. Solely for the purposes of this calculation, shares held by directors, executive officers and
10% owners of the registrant have been excluded. Such exclusion should not be deemed a determination or an admission by the registrant
that such individuals are, in fact, affiliates of the registrant.

 As
of April 26, 2024, there were 7,963,810
shares of the registrant's common stock outstanding.

 Forward
Looking Statements

 PART
 I

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk
 Factors

 ITEM
 1B.

 Unresolved
 Staff Comments

 ITEM
 1C.

 Cybersecurity

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal
 Proceedings

 ITEM
 4.

 Mine
 Safety Disclosures

 PART
 II

 ITEM
 5.

 Market
 for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

 ITEM
 6.

 [Reserved]

 ITEM
 7.

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

 ITEM
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 ITEM
 8.

 Financial
 Statements and Supplementary Data

 ITEM
 9.

 In and Disagreements with Accountants on Accounting and Financial Disclosures.

 ITEM
 9A.

 Controls
 and Procedures

 ITEM
 9B.

 Other
 Information

 ITEM
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 ITEM
 10.

 Directors,
 Officers and Corporate Governance

 ITEM
 11.

 Executive

 ITEM
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 ITEM
 13.

 Certain
 Relationships and Related Transactions and Director Independence

 ITEM
 14.

 Accountant Fees and Services

 PART
 IV

 ITEM
 15.

 Exhibits,
 Financial Statements and Schedules

 ITEM
 16.

 Form
 10-K Summary

 PART
I

 Certain
statements included or incorporated by reference in this annual report constitute forward-looking statements within the meaning of applicable
securities laws. All statements contained in this annual report that are not clearly historical in nature are forward-looking, and the
words "anticipate", "believe", "continue", "expect", "estimate", "intend",
"may", "plan", "will", "shall" and other similar expressions are generally intended to
identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). All forward-looking statements are
based on our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements
are not based on historical facts but on management's expectations regarding future growth, results of operations, performance,
future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Forward-looking statements involve significant known and unknown risks, uncertainties, assumptions and other
factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those implied by
forward-looking statements. These factors should be considered carefully, and prospective investors should not place undue reliance on
the forward-looking statements. Although the forward-looking statements contained in this annual report or incorporated by reference
herein are based upon what management believes to be reasonable assumptions, there is no assurance that actual results will be consistent
with these forward-looking statements. These forward-looking statements are made as of the date of this annual report or as of the date
specified in the documents incorporated by reference herein, as the case may be. Important factors that could cause such differences
include, but are not limited to:

 the
 risks and additional expenses associated with international operations and operations in a country (Argentina) which has had significantly
 high inflation in the past;

 the
 uncertainties raised by a fluid political situation and fundamental policy changes that could be affected by presidential elections;

 uncertainties
 associated with financial services industry which could adversely affect the Company's current and projected business operations
 and its financial condition and results of operations.

 the
 risks associated with a business that has never been profitable, whose business model has been restructured from time to time, and
 which continues to have and has significant working capital needs;

 the
 possibility of external economic and political factors preventing or delaying the acquisition, development or expansion of real estate
 projects, or adversely affecting consumer interest in our real estate offerings;

 in external market factors, as they relate to our emerging e-commerce business;

 in the overall performance of the industries in which our various business units operate;

 in business strategies that could be necessitated by market developments as well as economic and political considerations;

 possible
 inability to execute the Company's business strategies due to industry changes or general changes in the economy generally;

 in productivity and reliability of third parties, counterparties, joint venturers, suppliers or contractors; and

 the
 success of competitors and the emergence of new competitors.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity or performance. You should not place undue reliance on forward-looking statements contained in this annual report.

 We
undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements
were made or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws.

 In
evaluating the Company, its business and any investment in the Company, readers should carefully consider the following factors:

 Risk
Factors Summary

 Our
 failure to maintain compliance with Nasdaq's continued listing requirements could result in the delisting of our common stock.

 The Company is currently in default under its convertible promissory note
with 3i and has received demands for payment.

 We no longer have an equity line of credit as a source of funding for the
Company.

 We may not receive a complete return of our investment in LVH.

 Our
 level of debt may adversely affect our operations and our ability to pay our debt as it becomes due.

 We
 may not be able to continue as a going concern.

 The Company is facing and may continue to face significant cost inflation.

 Revenues are currently insufficient to pay operating expenses and costs
which may result in the inability to execute the Company's business concept.

 developments affecting the financial services industry, such as the failure of Silicon Valley Bank, could adversely affect the Company's
 current and projected business operations and its financial condition and results of operations.

 Cybersecurity risks and cyber incidents may adversely affect our business
by causing a disruption to our operations, a compromise or corruption of our confidential information and/ or damage to our business relationships,
all of which could negatively impact our business, financial condition and operating results.

 Argentina's
 economy may not support foreign investment or our business.

 has a highly inflationary economy, which may continue to increase our accounting and legal costs.

 has in the past discussed nationalizing private businesses.

 The
 Company is exposed to the risk of changes in foreign exchange rates.

 A
 significant number of our employees are located in Argentina, and any favorable or unfavorable developments in Argentina could have
 an impact on our results of operations.

 Argentina's
 ability to obtain financing from international markets is limited, which may impair its ability to implement reforms and foster economic
 growth.

 The
 stability of the Argentine banking system is uncertain and the Argentine government may again place currency limitations on withdrawals
 of funds.

 Government
 measures to pre-empt or respond to social unrest may adversely affect the Argentine economy and our business.

 The
 Argentine economy could be adversely affected by economic developments in other global markets.

 The
 Argentine government may order salary increases to be paid to employees in the private sector, which would increase our operating
 costs.

 We
 are exposed to risks in relation to compliance with anti-corruption and anti-bribery laws and regulations overseas and in the U.S.

 The
 real estate market is uncertain in Argentina and the investment in Argentine real property is subject to economic and political risks.

 An
 adverse economic environment for real estate companies such as a credit crisis may adversely impact our results of operations and
 business prospects significantly.

 There
 are limitations on the ability of foreign persons to own Argentinian real property.

 Our
 business is subject to extensive domestic and foreign regulation, including regulations and laws imposed by the U.S. and Argentine
 governments, and additional regulations may be imposed in the future.

 There is limited public information about real estate in Argentina and
there
 may be a lack of liquidity in the underlying real estate.

 The
 Company may be subject to certain losses that are not covered by insurance.

 The
 boutique hotel market is highly competitive.

 The
 profitability of Algodon Wine Estates will depend on consumer demand for leisure and entertainment and the performance of hotel management.

 The
 tourism industry is highly competitive and may affect the success of the Company's projects.

 The
 ability of the Company to operate its businesses may be adversely affected by U.S. and Argentine government regulations.

 Climate
 change, or legal, regulatory or market measures to address climate change, may negatively affect our business, operations or financial
 performance, and water scarcity or poor water quality could negatively impact our production costs and capacity.

 GGI
 has a limited operating history, and the flagship store is still operating at a loss.

 The
 markets in which we operate, and which plan to operate in are highly competitive, and such competition could cause our business to
 be unsuccessful.

 Our
 business is subject to risks associated with importing products, and the imposition of additional duties and any changes to international
 trade agreements could have a material adverse effect on our business, results of operations and financial condition.

 We
 may not be able to protect our intellectual property rights, which may cause us to incur significant costs.

 Privacy
 breaches and other cyber security risks related to our business could negatively affect our reputation, credibility and business.

 Insiders
 continue to have substantial control over the Company.

 The
 loss of our Chairman, President and Chief Executive Officer could adversely affect the Company's businesses.

 The
 Company is dependent upon additional financing which it may not be able to secure in the future and may result in dilution of our
 stockholders.

 The
 Company's officers and directors are indemnified against certain conduct that may prove costly to defend.

 Our
 bylaws designate the federal and state courts of the State of Delaware as the sole and exclusive forum for certain types of actions
 and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable
 judicial forum for disputes with us or our directors, officers or employees.

 The
 Company has not and may not pay dividends on its common stock.

 Our
 financial controls and procedures may not be sufficient to accurately or timely report our financial condition or results of operations,
 which may adversely affect investor confidence in us and, as a result, the value of our common stock.

 Although
 we qualify as an emerging growth company, we also qualify as a smaller reporting company and under the smaller reporting company
 rules we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of
 operations and financial prospects.

 Raising additional funds through debt or equity financing could be dilutive and may cause the market price of our
common stock to decline. We still may need to raise additional funding which may not be available on acceptable terms, or at all.

 Please
see Item 1A "Risk Factors" for more details.

 Implications
of Being an Emerging Growth Company

 We
qualify as an "emerging growth company" as defined in the JOBS Act. For so long as we remain an emerging growth company,
we are permitted and currently intend to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and
other requirements that otherwise are applicable to companies that conduct initial public offerings and file periodic reports with the
SEC. These provisions include, but are not limited to:

 being
 permitted to present only two years of audited financial statements in this prospectus and only two years of related "Management's
 Discussion and Analysis of Financial Condition and Results of Operations" in our periodic reports and registration statements,
 including this prospectus;

 not
 being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act ("SOX");

 reduced
 disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, including
 in this prospectus; and

 exemptions
 from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
 payments not previously approved.

 We
will remain an emerging growth company until:

 the
 first to occur of the last day of the fiscal year (i) that follows February 19, 2026, (ii) in which we have total annual gross revenue
 of at least $1.235 billion or (iii) in which we are deemed to be a "large accelerated filer," as defined in the Exchange
 Act, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year's
 second fiscal quarter; or

 if
 it occurs before any of the foregoing dates, the date on which we have issued more than $1 billion in non-convertible debt over a
 three-year period.

 We
have elected to take advantage of certain of the reduced disclosure obligations in this annual report and may elect to take advantage
of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders
may be different than what you might receive from other public reporting companies in which you hold equity interests.

 We
have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended
transition period to comply with new or revised accounting standards until those standards apply to private companies. As a result, we
will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

 For
additional information, see the section titled "Risk Factors — Risks of being an Emerging Growth Company —We
are an "emerging growth company" and the reduced disclosure requirements applicable to emerging growth companies may make
our common stock less attractive to investors.

 ITEM
1. BUSINESS

 The
current corporate organizational structure of GGH and how we have operated substantially for the past year appears below:

 Recent
Business Developments

 December 28, 2022, and October 5, 2023, the Company requested draw-downs and received gross proceeds of $937,146 pursuant to the
 Common Stock Purchase Agreement dated November 8, 2022 (the "2022 ELOC") and issued 151,684 shares of common stock to
 Tumim Stone Capital LLC ("Tumim").

 On
 January 9, 2023, the Company entered into a promissory note for gross proceeds of $185,000 bearing interest at 8% per annum. The
 maturity date is January 9, 2024. The Company repaid principal in the amount of $100,000 on February 22, 2024, and the lender has
 agreed to being paid $50,000 and $35,000 during March and April, respectively.

 On
 February 2, 2023, the Company and 3i, LP ("3i"), the holder of promissory notes (the "2021 Notes") pursuant
 to the Securities Purchase Agreement dated November 3, 2021 (the "2021 SPA") entered into a fourth letter agreement pursuant
 to which the parties agreed to reduce the Conversion Price of the 2021 Notes to the lower of: (i) the Closing Sale Price on the Trading
 Day immediately preceding the Conversion Date; and (ii) the average Closing Sale Price of the common stock for the five Trading Days
 immediately preceding the Conversion Date, beginning on the Trading Day of February 3, 2023.

 February 3 and February 15, 2023, the holder of the 2021 Note elected to convert an aggregate of $1,571,553 in principal and interest,
 of which $1,335,439, $124,049, and $112,065 was principal, interest and premium converted, into 83,333 shares of common stock at
 prices ranging from $14.50 to $24.00 per share.

 On
 February 8, 2023, the Company and 3i entered into a letter agreement pursuant to which the parties agreed to extend the maturity
 date of the notes from February 9, 2023 to February 28, 2023.

 On
 February 10, 2023, the Company sold 59,100 shares of common stock for gross proceeds of $591,000 to accredited investors and warrants
 to purchase 14,775 shares of common stock at an exercise price of $10.00 per share. The warrants are exercisable for two years from
 the date of issuance.

 On
 February 20, 2023, the Company entered into an exchange agreement with 3i in order to amend certain provisions of the 2021 SPA and
 issued the holders warrants to purchase up to an aggregate of 15,000 shares of the Company's common stock at an exercise price
 of $10.00.

 On
 February 21, 2023, the Company entered into a Securities Purchase Agreement with 3i, pursuant to which the Company will sell to 3i
 a series of senior secured convertible notes of the Company in the aggregate original principal amount of $5,617,978 (the "2023
 Note"), and a series of common stock purchase warrants of the Company, which warrants shall be exercisable into an aggregate
 of 337,710 shares of common stock of the Company for a term of three years. The Company received $5,000,000 in proceeds after the
 original issue discount of 11% on the principal. The Company used the proceeds to repay all principal, interest and fees owing under
 the 2021 SPA.

 May 2, 2023 and December 1, 2023, at the request of 3i, the Company converted a total of $3,822,210 of principal, $220,996 of interest,
 $13,077 of redemption premium and $1,767,591 of derivative liabilities (including default premium and redemption feature) pursuant
 to the 2023 Note and the Company issued 2,297,005 shares of common stock upon conversion. The Company recorded cash true up liabilities
 in the amount of $1,484,677 representing the excess of the conversion amount over the value of shares issued upon conversion.

 On
 April 18, 2023, the Company filed a resale registration statement on Form S-1 (File No. 333-271305) to register up to 151,946 shares
 upon conversion of the 2023 Note, which was declared effective on April 21, 2023.

 On
 May 8, 2023, the Company held a Special Meeting of Stockholders, and the stockholders approved, a measure for purposes of complying
 with Nasdaq Listing Rule 5635(d), the full issuance and exercise of shares of our common stock to be issued pursuant to the Purchase
 Agreement and Note.

 On
 May 9, 2023, the Company filed a resale registration statement on Form S-1 (File No. 333-271305) as amended on May 22, 2023 to register
 up to 200,000 shares upon conversion of the 2023 Note, which was declared effective on May 26, 2023.

 On
 May 21, 2023, an Event of Default occurred with respect to the 2023 Note. As a result, on August 11, 2023, the Company and 3i entered
 into an agreement pursuant to which, among other things 3i agreed to forbear from issuing an event of default notice and event of
 default redemption notice through December 31, 2023.

 On
 June 1, 2023, the Company received a deficiency letter from the Nasdaq Stock Market notifying the Company that, for the preceding
 30 consecutive business days, the closing bid price for the Company's common stock was trading below the minimum $1.00 per
 share requirement for continued inclusion on The Nasdaq Capital Market. The Company was given until November 28, 2023 to regain compliance
 with the $1.00 per share requirement.

 On
 June 30, 2023, the Company, through its wholly owned subsidiary, Gaucho Ventures I – Las Vegas, LLC, executed a Fourth Amendment
 to the Amended and Restated Limited Liability Company Agreement of LVH Holdings LLC to extend the outside date for execution of the
 ground lease from June 30, 2023 to December 29, 2023.

 On
 July 14, 2023, the Company issued a total of 27,027 shares at $5.55 per share to the non-executive directors of the Company as compensation
 for service as members of the Board of Directors of the Company for the first half of 2023.

 On
 August 11, 2023, the Company and 3i entered into an agreement pursuant to which, among other things: (i) 3i agreed to forbear from
 issuing an Event of Default Notice and Event of Default Redemption Notice; (ii) 3i waived the requirement in the 2023 Note to pay
 Interest on the 2023 Note monthly in cash for a certain period of time; (iii) 3i agreed to waive application of the Default Rate
 in the 2023 Note for a certain period of time; (iv) 3i agreed to waive the requirement in the 2023 Note for the Company to prepay,
 redeem, or convert one quarter of the initial Principal and Interest on the 2023 Note by each three (3) month anniversary of the
 Issuance Date for a certain period of time; (v) the Company adjusted the exercise price of the Warrant from $13.40 to $4.50; and
 (vi) 3i may continue to convert the 2023 Note at the Alternate Conversion Price or at $4.50.

 On
 August 24, 2023, the Company held its 2023 Annual General Meeting of the Stockholders, at which the stockholders approved: (i) the
 election of two directors to the Board of Directors; (ii) a reverse stock split in the ratio of 1:2 up to 1:10; (iii) advisory vote
 on executive compensation; (iv) frequency of advisory vote on executive compensation to be every three years; and (v) ratification
 of Marcum as the Company's auditor for 2023. See item 9B for more information.

 On
 August 29, 2023, the Company amended its U.S. Registration No. 6043175 for the GAUCHO BUENOS AIRES trademark to include a limitation
 in Class 25 to goods "other than snapshirts and western style shirts or shirts with western style embroidery." The amended
 registration was filed in connection with the settlement of a Petition to Cancel the Company's registration filed by Heard
 Design, LLC, dba Howler Brothers.

 On
 September 15, 2023, the Company raised a total of $405,000 through the private placement of units at $4.50 per unit, each unit equal
 to 1 share of common stock and 1/5 of a warrant, not including warrant exercise. A total of 90,000 shares of common stock and warrants
 to purchase 18,000 shares of common stock were issued. Each whole warrant is exercisable at $4.50 for two years from the date of
 issuance.

 On
 September 25, 2023, the Company implemented a reverse stock split of the Company's issued and outstanding shares of common
 stock, par value $0.01 per share, at a ratio of 1-for-10.

 On
 September 27, 2023, the Company, through its wholly owned subsidiary, Gaucho Ventures I – Las Vegas, LLC, executed a Letter
 Agreement regarding LVH Holdings LLC by and between the Company, SLVH LLC, a Delaware limited liability company, and Timberline Development
 Partners LLC, a Texas limited liability company ("Timberline"), to suspend its business operations, terminate the development
 agreement with Timberline, distribute all of its available cash in excess of an agreed reserve, waive the provision requiring dissolution
 of LVH Holdings LLC if no ground lease is signed, and release and terminate certain obligations of the members or their affiliates
 to contribute capital or perform services to or for the benefit of LVH Holdings LLC.

 On
 October 5, 2023, the Company and 3i entered into the First Amendment to the 2023 Note which lowers the conversion floor price of
 the 2023 Note from $2.70 to $0.40.

 On
 October 9, 2023, the Company and 3i entered into the Second Amendment to the 2023 Note (the "Second Amendment") which
 amends the 2023 Note and reiterates that the issuance of shares pursuant to the 2023 Note, Note Documents, First Amendment and Second
 Amendment are subject to compliance with Nasdaq Rule 5635.

 On
 October 27, 2023, the Company filed a Preliminary Proxy Statement on Form 14-A, an amended Preliminary Proxy Statement on Form 14-A
 on November 3, 2023, a Definitive Proxy Statement on Form 14-A and additional definitive proxy materials on Form 14-A on November
 13, 2023, and an amendment to the Definitive Proxy Statement on Form 14-A on November 24, 2023, which requested stockholder approval
 of the following proposals: (i) to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares
 of our common stock pursuant to the 2022 ELOC, without giving effect to the 19.99% cap provided under Nasdaq Listing Rule 5635(d);
 (ii) to grant the Board of Directors discretion (if necessary to prevent the delisting of the Company's common stock on Nasdaq)
 on or before June 30, 2024, to implement a reverse stock split of the outstanding shares of common stock in a range from one-for-two
 (1:2) up to one-for-ten (1:10), or anywhere between, while maintaining the number of authorized shares of common stock at 150,000,000
 shares, as required for Nasdaq listing; and (iii) to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full
 issuance of shares of our common stock to be issued in a private placement of common stock for gross proceeds of up to $7.2 million
 pursuant to Rule 506(b) of the Securities Act of 1933, as amended, without giving effect to the 19.99% cap provided under Rule 5635(d).

 On
 November 21, 2023, the Company announced the successful completion of drilling of a third water well at Algodon Wine Estates.

 On
 November 27, 2023, the Company commenced a private placement of shares of common stock for gross proceeds of up to $4,000,000 at
 a price per share which equals the Nasdaq Rule 5653(d) Minimum Price definition, but in no event at a price per share lower than
 $0.60) (the "Private Placement"). Between November 30, 2023 and April 11, 2024, pursuant to the Private Placement, the
 Company issued a total of 4,741,581 shares of common stock for gross proceeds of $2,850,000.

 On
 November 28, 2023, the Company sent correspondence to the Nasdaq Stock Market LLC announcing its intention to effect a reverse stock
 split, if necessary to regain compliance with Nasdaq's minimum bid price requirement, pending stockholder approval on December
 28, 2023.

 On
 November 29, 2023, the Company received a letter from the Staff notifying the Company that it is eligible for an additional 180 calendar
 day period, or until May 28, 2024 to regain compliance (the "Compliance Date"). Provided that the Company meets the continued
 listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq
 Capital Market with the exception of the Bid Price Requirement, and the Company provides written notice of its intention to cure
 the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then if at any time before the
 Compliance Date the closing bid price for the Company's Common Stock is at least $1.00 for a minimum of 10 consecutive business
 days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement.

 On
 December 4, 2023, the Company announced the appointment of Michael Koh to the Advisory Board of Gaucho Holdings.

 On
 December 13, 2023, the Company issued a press release announcing that it has retained securities litigation attorney Mark R. Basile,
 Esq. and his firm, The Basile Law Firm P.C. to recommend courses of action that may bring value to the Company and its stockholders.

 On
 December 19, 2023, Gaucho Group Holdings, Inc. issued a press release announcing the postponement of its Special Meeting of Stockholders,
 originally scheduled to be held at 12:00 p.m. Eastern Time on Thursday, December 28, 2023.

 Also
 on December 19, 2023, the Company filed additional definitive proxy materials on Form 14-A on November 13, 2023, an amendment to
 the Definitive Proxy Statement on Form 14-A on January 5, 2024, a second amendment to the Definitive Proxy Statement on Form 14-A
 on January 18, 2024, and a third amendment to the Definitive Proxy Statement on Form 14-A on January 22, 2024 which requested stockholder
 approval of the following proposals: (i) to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance
 of shares of our common stock pursuant to the 2022 ELOC, without giving effect to the 19.99% cap provided under Nasdaq Listing Rule
 5635(d); (ii) to grant the Board of Directors discretion (if necessary to prevent the delisting of the Company's common stock
 on Nasdaq) on or before June 30, 2024, to implement a reverse stock split of the outstanding shares of common stock in a range from
 one-for-two (1:2) up to one-for-ten (1:10), or anywhere between, while maintaining the number of authorized shares of common stock
 at 150,000,000 shares, as required for Nasdaq listing; (iii) to approve for purposes of complying with Nasdaq Listing Rule 5635(d),
 the full issuance of shares of our common stock to be issued in a private placement of common stock for gross proceeds of up to $7.2
 million pursuant to Rule 506(b) of the Securities Act of 1933, as amended, without giving effect to the 19.99% cap provided under
 Rule 5635(d); and (iv) to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance and exercise of shares
 of our common stock to be issued pursuant to that certain Securities Purchase Agreement, dated February 21, 2023, the 2023 Note,
 that certain common stock purchase warrant dated February 21, 2023, and that certain Registration Rights Agreement, dated February
 21, 2023 by and between the Company and 3i.

 In
 connection with the vesting of Restricted Stock Units ("RSUs") on December 31, 2023, the Company's CEO and CFO
 received a total of 7,093 shares pursuant to RSUs issued under the 2018 Equity Incentive Plan with a grant date value of $11.60 per
 share.

 December 31, 2023, William Allen, a Class III Director of the Company, resigned from the Company's Board of Directors. Mr.
 Allen did not resign due to any disagreement with the Company on any matter relating to its operations, policies or practices.

 On
 January 22, 2024, the Company issued a total of 34,963 shares of common stock at $0.4224 per share in settlement of its matching
 obligations for the year ended December 31, 2023 under the Company's 401(k) profit sharing plan for the benefit of the Company's
 Chief Executive Officer and Chief Financial Officer.

 February 5, 2024, pursuant to the 2023 Note, 3i elected to increase the cap on its beneficial ownership of the Company from 4.99%
 to 9.99% per Section 3(d)(i) of the 2023 Note (the "Maximum Percentage") by providing written notice to the Company.
 Such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to
 the Company.

 On
 February 16, 2024, the Company filed a complaint in the United States District Court for the District of Delaware alleging 3i, LP,
 3i Management LLC, and Maier Joshua Tarlow engaged in an unlawful securities transaction with the Company as an unregistered dealer
 under U.S. securities laws.

 On
 February 7, 2024, in connection with the vesting of RSUs on December 31, 2023, certain of
 the Company's employees, consultants and advisors received a total of 18,410 shares pursuant to RSUs issued under the 2018
 Equity Incentive Plan with a grant date value of $11.60 per share.

 On
 February 22, 2024, the Company received notice from Tumim of its election to terminate the 2022 ELOC. While the notice to terminate
 stated that it was effective immediately, Section 8.2 of the Purchase Agreement requires at least 10 Trading Days prior written notice.
 The Company treated the 2022 ELOC as being terminated by Tumim effective March 7, 2024. No early termination penalties are incurred
 by either party under the 2022 ELOC.

 On
 February 21, 2024, the Company received an Event of Default Redemption Notice from 3i providing notice of Events of Default arising
 under the 2023 Note Documents and demanding immediate payment of the Event of Default Redemption Price equal to a minimum of $3,437,646

 On
 February 28, 2024, the Company received a second Event of Default Redemption Notice from 3i providing notice of an additional Event
 of Default arising under the 2023 Note Documents, and demanding immediate payment of the Event of Default Redemption Price equal
 to a minimum of $3,450,711

 On
 February 29, 2024, at the Special Meeting of the Stockholders of the Company, the stockholders: (i) approved, for purposes of complying
 with Nasdaq Listing Rule 5635(d), the full issuance of shares of our common stock pursuant to the ELOC, without giving effect to
 the 19.99% cap provided under Nasdaq Listing Rule 5635(d); (ii) granted the Board of Directors discretion (if necessary to prevent
 the delisting of the Company's common stock on Nasdaq) on or before June 30, 2024, to implement a reverse stock split of the
 outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-ten (1:10), or anywhere between, while maintaining
 the number of authorized shares of common stock at 150,000,000 shares, as required for Nasdaq listing; (iii) approved the full issuance
 of shares of our common stock to be issued in a private placement of common stock for gross proceeds of up to $7.2 million pursuant
 to Rule 506(b) of the Securities Act of 1933; and (iv) declined to approve, for purposes of complying with Nasdaq Listing Rule 5635(d),
 the full issuance of shares of our common stock to be issued in a private placement of common stock for gross proceeds of up to $7.2
 million pursuant to Rule 506(b) of the Securities Act of 1933, as amended, without giving effect to the 19.99% cap provided under
 Rule 5635(d). The stockholders did not approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance and
 exercise of shares of our common stock to be issued pursuant to the 2023 Note Documents by and between the Company and 3i.

 On
 March 6, 2024, the Company received an Event of Default notice from 3i regarding an Event of Default arising under the Note Documents
 for failure to cure a Conversion Failure for a Conversion Notice submitted by 3i on February 20, 2024, and demanding immediate payment
 of the Event of Default Redemption Price equal to a minimum of $3,460,510

 On
 March 14, 2024, the Company announced the launch of its vineyard home rental program, allowing Algodon Wine Estates' private
 homeowners to list the luxury vineyard homes for rent for short or long-term stays.

 On April 2, 2024, the Company filed a post-effective amendment to the registration statement registering 166,667
shares of common stock for resale by Tumim filed on December 16, 2022 and effective December 23, 2022 (the "Original Registration
Statement") in order to terminate the
effectiveness of the Original Registration Statement and to deregister, as of the effective date of amendment, all registered securities
that remain unsold under the Original Registration Statement as of the date thereof. The amendment was declared effective April 2, 2024.

 On April 11, 2024, the Company issued a total of 47,637 shares of common
stock at a price per share of $0.60 in connection with the anti-dilution provisions of the Private Placement as approved by the Company's
stockholders on February 29, 2024.

 On April 18, 2024, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department notifying the Company that,
due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the
Securities and Exchange Commission (the "SEC"), the Company is not in compliance with Nasdaq's continued listing requirements
under Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic reports with the SEC.

 On April 19, 2024, the Board of Directors of the Company, as authorized
by the stockholders of the Company, approved a reverse stock split of the Company's issued and outstanding shares of common stock,
par value $0.01 per share, at a ratio of 1-for-10 (the "Reverse Stock Split"). The Board of Directors of the Company also
approved an amended and restated Certificate of Incorporation (the "Certificate") to effect the Reverse Stock Split. On April
24, 2024, the Company filed the Certificate with the Delaware Secretary of State with an effective date of 12:01 a.m., Eastern Time, on
May 1, 2024.

 Please
also see Item 5 "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"
and Item 9B "Other Items" for details on securities issued by the Company in connection with private placements.

 For
a more thorough discussion of the Company's business, see Item 1 "Business" and Item 7 "Management's Discussion
and Analysis - Recent Developments and Trends".

 Company
Overview

Group Holdings, Inc. (the "Company") was incorporated on April 5, 1999, Effective October 1, 2018, the Company changed its
name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its
name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. ("GGH").

 Through
its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed
a new subsidiary, Gaucho Group, Inc. and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion
and accessories. In February 2022, the Company acquired 100% of Hollywood Burger Argentina, S.R.L., now Gaucho Development S.R.L ("GD"),
through InvestProperty Group, LLC and Algodon Wine Estates S.R.L., which is an Argentine real estate holding company. In addition to
GD, the activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC,
The Algodon – Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe
under the name Algodon Wines (Europe). On June 14, 2021, the Company formed a wholly-owned Delaware limited liability company subsidiary,
Gaucho Ventures I – Las Vegas, LLC ("GVI"), for purposes of holding the Company's interest in LVH Holdings LLC.

 GGH's
mission is to increase our scalability, diversify the Company's assets, and minimize our political risk. We believe our goal of
becoming the LVMH of South America (Mo t Hennessy Louis Vuitton) can help us to achieve that. While we continue making excellent
wine, upgrading our rooms at the Algodon Mansion, and completing the infrastructure at the vineyard, our growth area is in e-commerce
through Gaucho – Buenos Aires because of the potential for immediate revenues and growth/scale on a global basis. The Gaucho
brand also diversifies our business outside of Argentina and helps insulate us from political risk. Together with our wines, these aspects
of our business have the potential to insulate us from both the economic and political fluctuations in Argentina. However, we also refer
to our Risk Factors in Item 1A regarding the minimal revenues of the Gaucho—Buenos Aires brand and its ability to generate
revenue in the future.

 The
below table provides an overview of GGH's operating entities.

 Entity
 Name

 Abbreviation

 Jurisdiction
 & Date of Formation

 Ownership

 Business

 Gaucho Group, Inc.

 GGI

 Delaware,
September 12, 2016

 100% by GGH

 Luxury fashion and leather
 accessories brand and e-commerce platform

 InvestProperty Group,
 LLC ("InvestProperty Group")

 IPG

 Delaware,
October 27, 2005

 100% by GGH

 Real estate acquisition
 and management in Argentina

 Algodon Global Properties,
 LLC

 AGP

 Delaware,
March 17, 2008

 100% by GGH

 Holding company

 Gaucho Ventures I –
 Las Vegas

 GVI

 Delaware, June 14, 2021

 100% by GGH

 Holding company

 The Algodon - Recoleta
 S.R.L.

 TAR

 Argentina,
September 29, 2006

 100% by GGH through IPG, AGP and APII

 Hotel owner and operating
 entity in Buenos Aires

 Algodon Properties II
 S.R.L.

 APII

 Argentina,
March 13, 2008

 100% by GGH through IPG and AGP

 Holding company in Argentina

 Algodon Wine Estates
 S.R.L.

 AWE

 Argentina,
July 16, 1998

 100% by GGH through IPG, AGP, APII and TAR

 Resort complex including
 real estate development and wine making in Argentina; owns vineyard, hotel, restaurant, golf and tennis resort in San Rafael, Mendoza,

 Gaucho Development S.R.L.

 GD

 Argentina,
July 16, 1998

 100% by GGH through IPG and AWE

 Real estate holding company
 in Argentina

 As
noted above, Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe under the name Algodon Wines (Europe).

- Buenos Aires

– Buenos Aires is a luxury leather goods and accessories brand, with a strategic focus on growing its e-commerce business,
that is the result of more than a decade's investment in Argentina's heart and soul, featuring luxury products that merge
the traditional Gaucho style with a modern twist, infused with uniqueness and modern Buenos Aires glamour. With Gaucho – Buenos
Aires, GGH adds a high-end leather goods, accessories, and home decor e-commerce sector to its collection of luxury assets. Our e-commerce
platform is able to process and fulfill orders in the United States and internationally, and we believe this asset has the potential
to achieve significant scale and add value to our company. Gaucho – Buenos Aires connects buyers with some of Argentina's
best creative talents that harness the country's unique heritage and artisanship of products such as woven fabrics, leather goods
and precious metal jewelry.

 Once
dubbed the "Paris of South America" for its exquisite Belle poque style, we believe that evolving politics and tastes
suggest the time is now for Buenos Aires to once again align itself with Milan, New York, Paris and London as a global fashion capital
– and for Gaucho – Buenos Aires to become its ambassador. With Argentina beginning to regain its status as a global cultural
enclave, we believe it is entering a new golden age. We believe there may be a sizeable appetite in the USA and beyond for our luxury
products, such as fine leather goods, accessories and apparel, that deliver and reflect a unique and unmistakable Argentine point of
view.

 Seen
in the intricate stitching of handmade leather, or the workmanship of an embossed belt buckle, the "Gaucho" style is a world-renowned
symbol of Argentine craftsmanship. Though rooted in the traditions of Argentine culture, Gaucho – Buenos Aires intends to become
a brand in which Argentine luxury finds its contemporary expression: merging the traditional Gaucho style with a modern twist, infused
with uniqueness and modern Buenos Aires glamour.

 We
believe that Gaucho – Buenos Aires reflects the very spirit of Argentina – its grand history and its revival as a global
center of luxury. Our goal is to reintroduce the world to the grandeurs of the city's elegant past, intertwined with an altogether
deeper cultural connection: the strength, honor and integrity of the Gaucho.

Buenos Aires brand milestones include:

 - Buenos Aires debuts with its Resort Collection to fashion industry media at Algodon Mansion in Buenos Aires, October 2018;

 - Buenos Aires debuts ecommerce store, March 2019;

 - Buenos Aires (GAUCHO.com) debuts Fall/Winter Collection at Argentine fashion week's Designers Buenos Aires, March 2019;

 - Buenos Aires celebrates U.S. debut at New York Fashion Week, September 2019;

 announces agreement with Bergen Logistics, a leading fashion logistics and technology solutions provider to provide international
 order fulfillment, warehousing, and distribution service, October 2019;

 - Bueno Aires launches storefront on Amazon.com, June 2021;

 Release
 of The Lucky Bag, in December 2021, an evergreen silhouette to be carried from season to season, intended to serve as a part of Gaucho's
 core collection of handbags;

 Launch
 of Gaucho's e-commerce home and living collection Gaucho Casa, February 2022;

 - Buenos Aires presents its Fall 2022 collection at Runway 7 for New York Fashion Week, February 2022;

 Welcomed
 new Director of Design Lautaro Garcia de la Pe a, in February 2022, to lead Gaucho's creative team, and as the main
 designer behind Gaucho's debut jewelry collection;

 Launched
 flagship brick and mortar retail location in Miami Design District in Q3 2022.

 Our
Products

 GGI's
Gaucho – Buenos Aires primarily sells what Argentina is well known for: leather goods and accessories, all defining the
style, quality, and uniqueness of Argentina.

– Buenos Aires's fully optimized e-commerce platform ( www. GAUCHO.com) offers a commercial line of designer clothing,
including leather jackets, branded hoodies, t-shirts, polo shirts and ponchos, with an emphasis on leather goods accessories. In the
first quarter of 2022, Gaucho launched its home and living d cor collection, Gaucho Casa, which challenges traditional lifestyle
collections with its luxury textiles and home accessories rooted in the singular spirit of the gaucho aesthetic. Using the highest-quality
natural materials ethically sourced from countries that are pioneers in the field of eco production, such as New Zealand, Iceland and,
of course, Argentina, each piece within the line embodies the rarefied heritage of Buenos Aires and its deep-rooted connection to artisanship.
In the following 18 months, we also anticipate a strategic roll-out introducing other new products such as fragrances, a Gaucho Kids
clothing line, and Gaucho Residences as the natural evolution of the brand's growth.

 Blending
the quality of a bygone era with what we believe to be a sophisticated, modern, global outlook, the brand's handcrafted clothing
and accessories herald the birth of what we hope will become Argentina's finest designer label.

 Fragrances:
Homme (Men), Femme (Women), Vamos Sport (Unisex)

 The
fragrance collection of Gaucho – Buenos Aires was created by Firmenich, the world's largest privately-owned company
in the fragrance and flavor business. Founded in Geneva, Switzerland in 1895, it has created many of the world's best-known perfumes
that consumers the world over enjoy each day, including Giorgio Armani, Hugo Boss, Ralph Lauren, Kenzo, and Dolce & Gabbana. Its
passion for smell and taste is at the heart of its success. It is renowned for its world-class research and creativity, as well as its
thought leadership in sustainability and exceptional understanding of consumer trends. Each year, it invests 10% of its revenues in research
and innovation, reflecting its continuous desire to understand, develop and distill the best that nature has to offer.

 Sales
and Marketing Strategy / Competitive Edge

the economic crisis in Argentina, iconic international fashion chains left the country. As scarcity is the mother of invention, this
gave rise to local brands that made up for that absence. Despite the fact that, in our view, Argentina's fashion scene is today
thriving, the country lacks any international mainstream exposure. Argentina's continuing challenges with inflation and unemployment
have made it difficult for local labels to break into the global fashion landscape, and today there is not a single Argentine fashion
brand that is a household name. We believe Gaucho – Buenos Aires has the ability to fill that void. Our intention is to become
the leading fashion and leather accessories brand out of South America.

 We
have assembled a talented team who speak in the unique voice most representative of Argentina's local fashion scene, and we believe
we have the opportunity, the aptitude and the vision not only to successfully introduce this voice to the world's fashion scene,
but to become a major player in that landscape.

 Our
U.S.-based e-commerce website has been designed to deliver Argentine luxury goods to the U.S. marketplace and elsewhere around the globe.
We believe the devaluation of the peso can have positive ramifications for the tourism industry (and Algodon's hospitality businesses).
Tourists from outside Argentina can spend more money at hotels, restaurants and other attractions with a favorable exchange rate. We
intend to take advantage of the historic low and deep devaluation of the Argentine peso by producing many of our products and wine in
Argentina, thereby paying for product and labor in pesos, we then intend to sell to consumers at a favorable exchange rate in USD to
the U.S. and the world.

 Currently,
one of the few ways to buy Argentina goods is to travel there and buy local. We want to change that, and in a favorable economic and
political climate, we seek to be in the forefront of opening Argentina's luxury market to the millions of potential customers around
the globe interested in luxury items from Argentina.

 Our
target market is upper and upper-middle class female and male millennials in urban areas of the United States and Europe. Millennials
have the potential to become the largest spending generation in history, and with the popularity of midrange to high end fashion brands
such as Gucci, Armani, Lululemon, and many others, we believe our millennial target market appreciates high quality clothing and accessories
and is willing to spend above the average market price for such quality items in the "affordable luxury" category.

 Business
Advisors

 John
I. Griffin, Board Advisor. Mr. Griffin is Chairman, President, Chief Executive Officer, and the sole shareholder of Maurice
Pincoffs Company, Inc. headquartered in Houston, Texas USA. Pincoffs began product trading operations in 1880 and today specializes in
international trade, marketing, and distribution of various products. Following 13 years of active and reserve duty, he retired from
the United States Navy as Lieutenant Commander. Mr. Griffin was employed by Corning Glass Works where he was involved in plant management
and international business activities and then worked outside of the United States for 13 years, first in Tokyo as President of Graco
Japan K.K., a metal related manufacturing and marketing joint venture. This was followed by seven years in Paris as Vice President of
Graco Inc. where he managed manufacturing and marketing companies throughout Europe as President Directeur General of Graco France S.A.
and Fogautolube S.A. (France). Stationed in Brussels for two years, Mr. Griffin was President of Monroe Auto Equipment S.A. with manufacturing
facilities in Belgium and Spain and marketing companies throughout Europe and the Middle East. With the acquisition of Maurice Pincoffs
Company in 1978, he assumed his current position.

his stay in Europe, Mr. Griffin was a partner in a Haut Medoc vineyard, Le Fournas Bernadotte. For several years Pincoffs was heavily
involved in the wine import business as the third largest importer in Texas. Mr. Griffin served for a number of years as Founder and
President of the American Institute for International Steel (Washington D.C.) and the American Institute for Imported Steel (New York
City) as well as serving as a Director of the West Coast Metal Importers Association (Los Angeles). Active in the Greater Houston Partnership,
Mr. Griffin was a Director of the World Trade Division and served as Chairman of the Africa Committee. He was a member of the Committee
on Foreign Relations and the World Affairs Council of Houston, and a past Director of The Houston World Trade Association and the Armand
Bayou Nature Center.

 Juliano
de Rossi, Creative Solutions Consu ltant. Juliano serves as a consultant providing valuable guidance to the GGI team, having significant
experience in the high-end fashion world. We entered into an oral consulting contract with Juliano on an independent contractor basis
in July 2017 for project-based work. The amount paid to Juliano is not considered material because of the project-by-project basis. He
currently serves as Creative Solutions Consultant to the Net-a-Porter Group. De Rossi has 15 years' experience in marketing and
advertising for global brands and luxury retailers. He has resided in London for the past five years, working in marketing, content production
and brand partnership campaigns for MatchesFashion.com and at the YOOX Net-a-Porter Group where he was responsible for leading the in-house
creative solutions (design and production teams) managing multiple content productions served across all YOOX Net-a-Porter Group digital
platforms, print publications and social channels. At Mr. Porter, Net-A-Porter, Porter Magazine and Matchesfashion.com, he oversaw the
production of top-rate campaigns, driving the content vision for the management of branded content productions including fashion shoots
and video series productions for brands such as BMW, Johnnie Walker Blue Label, American Express, Piaget, Cartier, IWC, Marc Jacobs,
Burberry Prorsum, Fendi, Lanvin, Cr me De La Mer, Chloe, Stella McCartney, Michael Kors, and Helmut Lang.

 Marketing
Strategy

 Our
digital marketing efforts will include ongoing search engine optimization ("SEO") campaigns and initiatives to increase website
conversions and brand awareness, social media marketing via Instagram, Facebook, Amazon and Google Marketplace using micro and macro/celebrity
influencers, and public relations firms specializing in the international fashion scene. Our public relations firm, Tara Ink, is currently
creating an action plan to generate buzz about our brand, our designers, and our e-commerce platform. Social media star, Neels Visser,
is also contacting his broad network of social influencers and micro influencers to lay the groundwork for potential partnerships and
brand affiliates/ambassadors.

 GGI's
Gaucho – Buenos Aires is primarily an e-commerce store targeting U.S. customers. However, we do plan on pursuing reselling retail
venues both online and brick and mortar. For example, in the wake of our press launch, we received unsolicited inquiries from several
high-end boutiques in Brazil interested in carrying the Gaucho – Buenos Aires line. There are of course numerous avenues
for us to explore involving brick and mortar opportunities alone, via agencies or direct solicitation.

 Online
reselling avenues we expect to pursue include Net-a-Porter, MatchesFashion and at least six other high-end, reputable venues with whom
we already have an established foot in the door via our networking channels.

 We
anticipate our marketing strategy will include pop-up shops in cities such as Austin, Dallas, Houston, Miami, Los Angeles, New York City
and Aspen. With pop-up shops, we can for example, work with local PR companies to get the word out, as these opportunities are typically
promoted via direct mail, PR and digital marketing efforts, as well as word of mouth and strategic geographic positioning.

 Our
online marketing efforts include SEO initiatives, social media marketing via Instagram, Facebook, Amazon and Google Marketplace, and
retargeting ads.

– Buenos Aires presents an opportunity for global press to talk about Argentina finding its foothold once again on the global fashion
scene, spotlighting our designers, our designs, and our concentration on leather goods. As there are few brands launching out of Argentina,
and certainly fewer with global intentions, the press reaction to Gaucho – Buenos Aires has been extremely positive and encouraging.

 Press

 In
early 2019, Gaucho – Buenos Aires garnered the front cover pages of Marie Claire Argentina and Vogue Italia, one of the most iconic
fashion magazines on the globe, who states that Gaucho – Buenos Aires is currently "among the most interesting brands on
the Argentinian scene." Our recent press clippings since our Argentina debut in October 2018 include appearances in some of the
most widely read fashion magazines in Latin American fashion, including Forbes Argentina, Revista L'Officiel, Revista Luz, Women's
Wear Daily, Nista, and others.

– Buenos Aires Trademarks

 We
filed a U.S. Trademark Application (Serial No. 87743647) for the Gaucho – Buenos Aires in January 2018, and in February 2019, the
U.S. Patent and Trademark Office issued a Notice of Allowance for this mark. This application covers goods and services such as apparel,
leather accessories and other products, jewelry, cosmetic fragrances and home goods.

 The
Company intends to promote Gaucho – Buenos Aires so that its name and logo collectively become a recognizable trademark
with international appeal. We anticipate seeking trademark protection for other marks as we develop our business and product lines.

 Within
six months of the Notice of Allowance date, or August 12, 2019, we were required to file a satisfactory Statement of Use if use has occurred,
or file for an extension of time. The mark was then in use with some of the goods, but not others. As a result, on August 6, 2019, we
filed to divide the application for the goods that were in use for which a Statement of Use was filed and filed an Extension Request
in the existing application for the remaining goods. As the mark was put into use with other of the remaining goods, we filed Statements
of Use on August 12, 2020 and August 12, 2021. On April 28, 2020, and October 20, 2020, and October 12, 2021, the trademarks were officially
registered with the United States Patent and Trademark Office.

 On
October 13, 2022, Heard Design, LLC, dba Howler Brothers, filed a Petition to Cancel the Company's U.S. Registration No. 6043175
for the GAUCHO BUENOS AIRES and Design mark in Classes 18, 25 and 33 with the United States Trademark Trial and Appeal Board. The action
was filed after an application the petitioner filed for the mark GAUCHO SNAPSHIRT in Class 25, US Trademark Application No. 90837298,
was rejected over the Company's registration. The parties reached a settlement agreement effective May 12, 2023, in which the Company
excluded "snapshirts and western style shorts or shirts with western style embroidery" (but not shirts in the traditional
Argentinian gaucho style) from the goods in its U.S. Registration No. 6043175 and agreed to not sell such shirts under a mark that includes
"GAUCHO".

 The
details of the registrations are:

No. 6,043,175

Date: April 28, 2020

 Classes:
18, 25 and 33

 Goods:

 Class
 18–- Handbags; purses; clutch wallets and handbags; wallets; belt bags; necessaire, namely, cosmetic bags sold empty; travel
 bags,

 Class
 25–- T-shirts; tops; shirts other than snapshirts and western style shirts or shirts with western style embroidery; sweaters;
 hoodies; ponchos; pants; bottoms; shorts; skirts; dresses; jackets; coats; scarves; pocket squares; ties; belts; hosiery; underwear;
 gloves; footwear; shoes; headwear; hats; caps being headwear

 Class
 33 – Wines

No. 6,180,633

Date: October 20, 2020

 Corrected:
February 8, 2022

 Classes:
3 and 24

 Goods:

 Class
 3 – Fragrances; perfumes

 Class
 24 – Bed and table linen; bed blankets; bed sheets; pillowcases; comforters; duvets; bath linen

No. 6,521,054

Date: October 12, 2021

 Classes:
14 and 21

 Goods:

 Class
 14 – Jewelry; earrings; keychains

 Class
21 – Beverageware; cups; coffee services in the nature of tableware; tea services in the nature of tableware; saucers; serving
trays

 Below
are additional marks the Company made filings for in 2021 and 2022 and updates:

 MAISON
GAUCHO – App. No. 90869612 filed August 6, 2021 for:

 Class
41 - Casinos; Night club services; Dance club services

 Class
43 - Hotel accommodation services; restaurant services; bar services; bar and cocktail lounge services

 The
application is allowed with a Statement of Use/3rd Extension due September 20, 2024

CASA BUENOS AIRES – App. No. 90869668 filed August 6, 2021 for:

 Class
4 - Candles; scented candles

 Class
8 - Flatware, namely, forks, knives and spoons; table cutlery; knives; tableware, namely, forks, knives and spoons that are made of precious
metals or are precious metal-plated; champagne sabres

 Class
11 - Lamps

 Class
20 - Furniture; mirrors; picture frames; drapery hardware, namely, traverse rods, poles, curtain hooks, curtain rods and finials

 An
Office Action issued on January 15, 2024 rejecting the application over two prior registrations. A response arguing over the refusal
will be filed by July 15, 2024.

 VAMOS
SPORT – App. No. 97163672 filed December 9, 2021 for:

 Class
3 – Fragrances

 The
application is allowed with a Statement of Use/3rd Extension due September 27, 2024.

FUEGO – App. No. 97182237 filed December 21, 2021 for:

 Class
3 – Fragrances

 The
application is allowed with a Statement of Use/4th Extension due August 9, 2024.

FIRE – App. No. 97182241 filed December 21, 2021 for:

 Class
3 – Fragrances

 The
application is allowed with a Statement of Use/4th Extension due August 9, 2024.

BUENOS AIRES – App. No. 97316578 filed March 17, 2022 for:

 Class
35 – Online retail store services featuring clothing and clothing accessories, fragrances, jewelry, handbags, bags, wallets and
credit card cases

 The application has been approved and was published on April 9, 2024. If
no oppositions are filed, the mark will register around the beginning of July 2024.

 –
Reg. No. 6872808 registered October 11, 2022, from App. No. 97316580 filed March 17, 2022 for:

 Class
35 – Online retail store services featuring clothing and clothing accessories, fragrances, jewelry, beverageware and housewares,
cutlery, candles, handbags and bags, wallets and credit card cases.

 VAMOS
SPORT – App. No. 97326711 filed March 23, 2022 for:

 Class
18 – Tote bags; athletic bags; leather tote bags; leather backpacks.

 The
application is currently suspended over an earlier-filed application.

Activities

 GGH,
through its wholly-owned subsidiary and holding company, InvestProperty Group ("IPG"), identifies and develops specific investments
in the boutique hotel, hospitality and luxury property markets and in other lifestyle businesses such as wine production and distribution,
golf, tennis and real estate development. GGH also operates hotel, hospitality and related properties and is actively seeking to expand
its real estate investment portfolio by acquiring additional properties and businesses in Argentina, or by entering into strategic joint
ventures. Using GGH's fine wines as its ambassador, GGH's mission is to develop a group of real estate projects under its
ALGODON brand with the goal of developing synergies among its luxury properties.

 In
2016, GGH formed a new wholly-owned subsidiary, Gaucho Group, Inc. ("GGI"), and in 2019, the entity began developing a platform
and infrastructure to manufacture, distribute and sell high end products created in Argentina under the brand name Gaucho –
Buenos Aires. See Gaucho – Buenos Aires.

 GGH's
senior management is based in Miami. GGH's local operations are managed by professional staff with substantial hotel, hospitality
and resort experience in Buenos Aires and San Rafael, Argentina.

 GGH's
Concept and Business: Repositioning of Hotel Properties, Luxury Destinations and Residential Properties

 GGH,
through IPG, focuses on opportunities that create value through repositioning of underperforming hotel and commercial assets such as
hotel/residential/retail destinations. Repositioning means we are working to gradually increment our average fares to solidify our position
as a luxury option. This trend has been well received in large metropolitan areas which have become quite competitive. We believe that
the trend is now trickling down to secondary metropolitan, resort and foreign markets where there is significantly less competition from
the established major operators. We continue to seek opportunities where value can be added through re-capitalization, repositioning,
expansion, improved marketing and/or professional management. We believe that GGH can increase demand for all of a property's various
offerings, from its rooms to its dining, meeting and entertainment facilities, to its retail establishments through careful branding
and positioning of properties. While the maxim remains true that the three most important factors in real estate are "location,
location, location," management believes that "style and superior service" have grown in importance and can lead to
increased operating revenues and capital appreciation.

 We
continue to aim at increasing our activity, occupancy and presence in the market by using direct marketing actions (Facebook and Google
Ads, Trip Advisor, Online Travel Agencies, internet presence), and expanding our net of travel agencies and operators, introducing effective
changes in our direct sales capacity (new sales-oriented webpages, joint ventures with other hotel organizations, training of our reservations
employees, implementing new reservation software). We have also reached out to travel industry media operators to develop new strategic
relationships and we are implementing a new commercial management operation for a more aggressive approach with a sales-oriented objective.
GGH has built a team of industry professionals to assist in implementing its vision toward repositioning real estate assets. See Item
10 - "Directors, Executive Officers and Corporate Governance".

 Plan
of Operations

 GGH
continues to implement its growth and development strategy that includes a luxury boutique hotel, a resort estate, vineyard and winery,
the sale of high-end fashion, leather goods and accessories, and a large land development project including residential houses within
the vineyard. See "Algodon Wine Estates" below.

 Long
Term Growth Strategy

 Our
desire is to follow in the footsteps of global leading luxury brands such as Chanel from Paris, Burberry from London, Tom Ford from New
York, and Gucci from Milan, and to establish Gaucho as "the Spirit of Argentina" representing Buenos Aires. In doing so,
our mission is also to work with the intention of building a multi-billion-dollar brand. We believe that through our e-commerce website,
we have the potential to achieve significant scale, and add value to our company.

 Roll-up
Strategy

 We
believe we are now positioned to utilize the Company's listing on Nasdaq in a sort of "roll-up strategy" to acquire
other companies that fall squarely within or complement the Company's existing and planned lines of business. For example, we might
seek to acquire businesses that offer high-end fashion and accessories, or other luxury products and/or experiential hospitality experiences,
the quality of which is consistent with the GGH brand. We seek to become the LVMH ("Louis Vuitton Moet Hennessy") of South
America, with the goal of becoming its most well-known luxury brand. The Company hopes to continue to self-finance future acquisition
and development projects because in countries like Argentina, having cash available to purchase land and other assets provides an advantage
to buyers. Bank financing in such countries is often difficult or impossible to obtain. To be able to grow our business and expand into
new projects, the Company would first want to deploy excess cash generated by operations, but significant amounts of excess cash flow
is not anticipated for at least a number of years. Another option would be obtaining new investment funds from investors, including public
offerings, and/or borrowing from institutional lenders. GGH may also be able to acquire property for stock instead of cash.

 Cobranding
and Strategic Alliances

 One
of GGH's goals includes positioning its brand ALGODON as one of luxury. In the past we have formed strategic alliances with
well-established luxury brands that have strong followings to create awareness of the GGH brand and help build customer loyalty. Since
its inception, GGH has been associated or co-branded with several world-class luxury brands including Relais & Ch teaux, Veuve
Clicquot Champagne (owned by Louis Vuitton Mo t Hennessy), Nespresso, Porsche, Chanel, Herm s, Art Basel, and Andrew Harper
Travel.

 Catalysts
for Growth

Casa Residences

 As
Gaucho – Buenos Aires continues to expand its recognition on a domestic and international basis, another area that we can
potentially create value and scale is by licensing our brand to commercial, and residential real estate developments. Current examples
of such co-branded developments include: Aston Martin Residences in Miami, Bulgari Resort and Residences Dubai, Fendi Chateau Residences
in Bal Harbour, Residences by Armani Casa in Miami, Mercedes House in New York, as well Porsche Design Tower in Sunny Isles Beach.

 These
fashion houses and automobile manufactures license their brand's unique styles and unmistakable names to real estate developers,
in an effort to create business opportunity. The mutually beneficial model could be a medium through which Gaucho – Buenos Aires
makes its imprint on the global market. By using our distinct style – employing fine leathers, metals, and natural stones –
in the design and construction of such a project, Gaucho – Buenos Aires could add intrinsic value to the parties involved. This
creates potential for licensing fees, as well as a portion of proceeds from property sales.

Casa

Casa is a home & living d cor brand, owned and operated entirely by GGI, which operates as a sub-brand nestled under Gaucho
– Buenos Aires.

Casa challenges traditional lifestyle collections with its luxury textiles and home accessories rooted in the singular spirit of the
gaucho aesthetic. Using high-quality natural materials sourced from countries that are pioneers in the field of eco production, such
as New Zealand, Iceland and, of course, Argentina, each piece within the line embodies the rarefied heritage of Buenos Aires and its
deep-rooted connection to artisanship.

 Celebrating
the equestrian culture that "gaucho country" is world-renowned for, we believe that the collection's silver-plated
trays, bottle accessories and more elegant homeware pieces featuring elaborate horn detailing are a perfect embodiment of the contemporary
glamour of Buenos Aires. Naturally, the epic wild landscapes have had their own influences, with a curated edit of sheepskin rugs, Tibetan
cashmere cushions, mohair throws and Brazilian cow-hide cushions, providing the perfect partnership of form and function – and
a chic complement to the more modern details in your home. Whether you're looking to embrace the gaucho lifestyle or bring a touch
of the country to the city, Gaucho Casa offers an organic design DNA for every interior space, ideal for modern living.

 In
recent years, there has been a rise of boutique hotel home goods collections such as by Marriott, who led the way with its debut of Autograph
Collection. Others that have followed include Curio by Hilton (Starwood's Tribute Portfolio), and The Unbound Collection (part
of the Hyatt Hotels group). We envision the possibility of Gaucho – Buenos Aires utilizing Algodon Mansion as a launch point for
a collection of hotel bedding, pillows, linens and robes. Likewise, Argentina's "La Belle poque" could serve
as a reliable source of inspiration for a multitude of luxury consumer goods, including home soft-furnishings. Argentina's rich
Polo heritage might also serve as a reliable foundation for a collection of high-end, contemporary leather home furnishings for anything
from armchairs and sofas to lamps and photo frames.

– Kids Collection

 We
envision the possibility of a designer baby and kids' clothes collection at Gaucho – Buenos Aires, so that parents who love
our brand can treat their children to a luxury line of fun, Gaucho-inspired clothing for kids. We envision building this line around
the idea of creating comfy, well-made garments that allow kids to be creative in the way they dress. Gaucho Kids may include, for example,
branded onesies and toddler t-shirts, whimsical prints that foster imagination and individuality, and other unique printed separates
for kids who don't mind standing out in a crowd.

 Popup
Shops

 Popup
shops are a popular trend that can be a low cost means of creating a temporary store front focusing on spreading brand awareness, communicating
brand values, collecting customer data, and providing personalized experiences. This can also provide a way for Gaucho – Buenos
Aires to build a relationship with customers in person, while driving conversion on more cost-effective digital channels. We envision
popup shops in U.S. cities such as Aspen, Austin, Dallas and Houston, Miami, Los Angeles, New York City, Berlin and Barcelona. With pop-up
shops, we can work with local PR companies to get the word out, as these opportunities are typically promoted via direct mail, PR and
digital marketing efforts, as well as word of mouth and strategic geographic positioning. We also anticipate installing a popup shop
during the summer season in Punta Del Este, Uruguay, which is a popular vacation spot for wealthy Argentines and other Latin Americans.

 Currency
Devaluation

 A
currency devaluation can help Argentina tourism, enticing foreign holidaymakers seeking to make their vacation money stretch further.
Vacationers looking for the most representative souvenirs of Argentina and its culture may know the country is best known for its leather.
With hundreds of domestic tanneries, Argentina's has high quality production of cow, sheep and goat leather goods such as jackets,
shoes and handbags.

 A
devalued peso may also aid Argentina's wine exporters by improving market competitiveness and leading to higher revenues. Additionally,
non-leveraged real estate can be a hedge against inflation, and we believe that over time our land values may perform well.

 While
our contracts and vendors are largely payable in pesos, which is favorable to us given the current exchange rate of the peso against
the U.S. dollar, the downside is that the Argentine market is somewhat closed off for our Gaucho brand goods and our wines. Even though
we produce some Gaucho goods in Argentina, and we are able to realize a higher margin by selling outside of Argentina, we also do have
some goods produced in the U.S. at a higher cost and our margins are therefore much lower.

 Further,
our real estate and hotel operations are stated in U.S. dollars, which can be seen as less desirable than stating in pesos and could
have a negative effect on demand for those parts of our business.

 The
ALGODON Brand

 We
believe that the force and power of brand is of paramount importance in the luxury real estate/hotel market. GGH has developed the ALGODON
brand, which is inspired by both the Cotton Club days of the Roaring 20's and the distinctive style and glamour of the 50's
Rat Pack when travel and leisure was synonymous with cultural sophistication. This brand concept was taken from the Spanish word for
"cotton", and we believe that this connotes a clean and pure appreciation for the good life, a sense of refined culture,
and ultimately a destination where the best elements of the illustrious past meet the affluent present. GGH is looking to attract attention
and upscale demographic visitors to the ALGODON properties and to round out the brand experience in various other forms including
music, dining, wine, sports and apparel, by marketing themes that highlight active lifestyles and the pleasures of life. Management believes
that these types of brand extensions will serve to reinforce the overall brand recognition and further build upon GGH's presence
in the luxury hotel segment.

 Description
of Specific Investment Projects

 GGH
has invested in two ALGODON brand properties located in Argentina. The first property is Algodon Mansion, a Buenos Aires-based luxury
boutique hotel that opened in 2010 and is owned by IPG's subsidiary, The Algodon – Recoleta S.R.L. ("TAR"). The
second property, owned by Algodon Wine Estates S.R.L., is a Mendoza-based winery and golf resort called Algodon Wine Estates, consisting
of 4,138 acres, which was subdivided for residential development and expanded by acquiring adjoining wine producing properties.

Mansion

 The
Company, through TAR, has renovated a hotel in the Recoleta section of Buenos Aires called Algodon Mansion, a six-story mansion (including
roof-top facilities and basement) located at 1647 Montevideo Street, a tree-lined street in Recoleta, one of the most desirable neighborhoods
in Buenos Aires. The property is approximately 20,000 square feet and is a ten-suite high-end luxury hotel with a lounge/living room
area, a patio area featuring a glass ceiling and fireplace, and a private wine tasting room. The property also includes a rooftop that
houses an open-air lounge and terrace pool. Each guest room is an ultra-luxury two-to-three room suite, each approximately 510-1,200
square feet. Recoleta is Buenos Aires' embassy and luxury hotel district and has fashionable boutiques, high-end restaurants, caf s,
art galleries, and opulent belle poque architecture.

 Below
is a table showing occupancy data, average daily rate and revenue per available room ("RevPAR") for Algodon Mansion:

 TAR
 - Buenos Aires

 USD

 ARS

 For

 For

 2022

 2023

 %

 2022

 2023

 %

 Occupancy level

 %

 %

 %

 %

 %

 %

 %

 %

 Average daily Rate (ADR)

 %

 36,335

 119,681

 83,346

 %

 RevPAR

 %

 18,129

 64,813

 46,684

 %

 This
 is a Hotel KPI calculation that shows the percentage of available rooms or beds being sold for a certain period of time.

 Occupancy
 level:

 It
 is important for hotels to keep track of this data on a daily basis to identify the average daily rate, forecast and apply revenue
 management.

 This
 ratio increased by 4% keeping our steady increase in occupancy level. TAR revenue continues to be highly dependent on international
 tourism.

 This
 is a metric widely used in the hospitality industry to indicate the average realized room rental per day.

 daily Rate (ADR):

 This
 is calculated by taking the average revenue earned from rooms and dividing it by the number of rooms sold. It excludes complimentary
 rooms and rooms occupied by staff.

 2023
 ADR in USD increased in comparison with the previous year from USD 261 to USD 386 to reflect inflation. The same ratio in ARS has
 increased by 229% due to the effect of the devaluation of the Argentine peso.

 per available room (RevPAR) is a performance metric used in the hotel industry. It is calculated by multiplying a hotel's average
 daily room rate (ADR) by its occupancy rate.

 RevPAR:

 2022
 RevPAR in USD has increased in comparison with previous year from USD 130 to USD 209 due to the increased daily rate. The same metric
 in ARS has increased by 258% due to the effect of the devaluation of the Argentine peso.

 Past
guests of Algodon Mansion include President Mauricio Macri of Argentina, Roger Federer, Bobby Flay, Jim Courier, Andre Agassi, Pete Sampras,
Mardy Fish, Salvatore Ferragamo, and Maguy Maccario Doyle, the Principality of Monaco's Ambassador to the United States. Algodon
Mansion was featured in an article by Huffington Post in January 2018, which praised the luxurious accommodations, impressive suites,
and fine amenities of the hotel.

 In
both 2019 and 2018, Algodon Mansion was inducted to TripAdvisor's Hall of Fame, a distinction given to recognize hotels that have
won its Certificate of Excellence award for five consecutive years. Algodon Mansion won the Certificate of Excellence award for the years
2014 through 2019. The Certificate of Excellence award celebrates businesses that have continually delivered a quality customer experience,
taking into account the quality, quantity and recency of reviews submitted by travelers on TripAdvisor over a 12-month period. To qualify,
a business must maintain an overall TripAdvisor bubble rating of at least four out of five, have a minimum number of reviews and must
have been listed on TripAdvisor for at least 12 months.

Wine Estates

Wine Estates S.R.L. ("AWE") is 4,138-acre area located in the Cuadro Benegas district of San Rafael, Mendoza, now known as
Algodon Wine Estates. The resort property is part of the Mendoza wine region nestled in the foothills of the Andes mountain range. This
property includes a winery (whose vines date back to the mid-1940's), a 9-hole golf course, tennis, restaurant and hotel. The estate
is situated on Mendoza's Ruta del Vino (Wine Trail). The 4,138-acre property has an impressive lineage, both in terms of wine production
and golf, and features structures on the property that date back to 1921.

Wine Estates features Algodon Villa, a private lodge originally built in 1921, that has been fully restored and refurbished to its original
farmhouse design of adobe walls and cane roof. The lodge offers three suites, a gallery for private gatherings, a living area that may
also serve as a dining and conference room, swimming pool, and adjacent vine-covered picnic area. The Algodon Villa offers five-star
service and is situated for vacationing families, business conferences, retreat travelers, golfing companions, or wine route globe trekkers.
Algodon Wine Estates has also recently completed the construction of a new lodge which lies adjacent to the original one. The new lodge
features six additional suites and a gallery with two fireplaces and a bar.

 Below
is a table showing occupancy data, ADR and RevPAR for Algodon Wine Estates:

 AWE
 - San Rafael

 USD

 ARS

 For

 For

 2022

 2023

 %

 2022

 2023

 %

 Occupancy level

 %

 %

 -6
 %

 -15
 %

 %

 %

 -6
 %

 -15
 %

 Average daily Rate (ADR)

 %

 31,650

 85,891

 54,241

 %

 RevPAR

 %

 12,859

 30,219

 17,360

 %

 This
 is a Hotel KPI calculation that shows the percentage of available rooms or beds being sold for a certain period of time.

 Occupancy
 level:

 It
 is important for hotels to keep track of this data on a daily basis to identify the average daily rate, forecast and apply revenue
 management.

 This
 ratio decreased by 6% due to the reduction of subsidy from Argentina's Ministry of Tourism for luxury hotels.

 This
 is a metric widely used in the hospitality industry to indicate the average realized room rental per day.

 daily Rate (ADR):

 This
 is calculated by taking the average revenue earned from rooms and dividing it by the number of rooms sold. It excludes complimentary
 rooms and rooms occupied by staff.

 2023
 ADR in USD increased from previous year (USD 232 vs USD 293) to reflect market pricing. The same ratio in ARS increased by 171% due
 to the effect of the devaluation of the Argentine peso to the USD.

 per available room (RevPAR) is a performance metric used in the hotel industry. It is calculated by multiplying a hotel's average
 daily room rate (ADR) by its occupancy rate.

 RevPAR:

 2023
 RevPAR in USD has increased in comparison with the previous year from USD 94 to USD 103 due to the lower occupancy level. The same
 ratio in ARS increased by 135% due to the devaluation of the peso.

 In
2018, Algodon Wine Estates was inducted to TripAdvisor's Hall of Fame, a distinction given to recognize hotels that have won its
Certificate of Excellence award for five consecutive years. Algodon Wine Estates won the Certificate of Excellence award for the years
2014 through 2019. The Certificate of Excellence award celebrates businesses that have continually delivered a quality customer experience,
taking into account the quality, quantity and recency of reviews submitted by travelers on TripAdvisor over a 12-month period. To qualify,
a business must maintain an overall TripAdvisor bubble rating of at least four out of five, have a minimum number of reviews and must
have been listed on TripAdvisor for at least 12 months.

Fine Wines

Wine Estates contains a vineyard with 290 acres of vines. Over 60 acres have been cultivated since the 1940's, and approximately
20 acres since the 1960's. The property produces eight varieties of grapes, including Argentina's signature varietal, Malbec,
as well as Bonarda, Cabernet Sauvignon, Merlot, Syrah, Pinot Noir, Chardonnay and Semillon. The primary difference between the old and
new vines is the style of pruning. Algodon Wine Estates utilizes a boutique wine making process, typified by production of a low volume
of premium wines sold at a higher-than-average price in the market.

 In
an effort to increase the distribution of its wines, Algodon Wine Estates is working with a number of importers operating in some of
the world's chief markets for premium wines. In Europe, Algodon Wine Estates warehouses its wines in Amsterdam for central distribution
to clients in Germany and in the U.K. through Condor Wines (www.condorwines.co.uk), which works with regional distribution partners throughout
the U.K. such as hotel and restaurant chains, regional and national brewers, pub companies, wholesalers and wine merchants. In the United
States, Algodon Fine Wines is available for sale online and in stores at Spec's Wines, Spirits and Finer Foods retail stores in
Texas, and Wally's Wine & Spirits retail store located in Los Angeles, among others. GGH's Fine Wine's Malbec has
been featured on the esteemed wine lists of West London's The Fat Duck, a Michelin 3-Star Restaurant, and arguably the U.K.'s
most famous eatery, as well as London's Restaurant Gordon Ramsay, A Michelin 3-Star Restaurant, also the exclusive London wine
club, 67 Pall Mall, and the exclusive wine list of Buenos Aires' fine dining restaurant, Parrilla Don Julio, one of Argentina's
most high-profile eateries.

 In
the first quarter of 2024, Algodon Fine Wines embarked on a new phase of growth in the United States by partnering with 3Js Importing,
a family-owned wine importing and distribution company based in New Jersey. This new alliance replaces our previous relationship with
Seaview Imports, positioning 3Js Importing as our primary distributor in the U.S.

 3Js
Importing is known for its passion for quality wines and a deep commitment to sharing exceptional wine experiences. With a focus on bringing
to market wines that reflect the unique style and terroir of their regions, 3Js has built a robust distribution network that now includes
Algodon Fine Wines. This partnership allows us to introduce our wines to a broader audience through a variety of respected establishments
and retailers across New Jersey and nearby states, such as Fiorino's, The Frog & The Peach, and Wine Chateau, among others.

 Our
collaboration with 3Js Importing is more than just a business venture; it's a shared mission to connect wine lovers with stories
and experiences that resonate. As we move forward, both Algodon Fine Wines and 3Js are focused on deepening these connections, fostering
new relationships, and ensuring that our customers have access to our distinctive selection of wines. This partnership marks an exciting
step forward in our mission to share our love of wine with more people in the U.S.

Distribution Markets (as of the first quarter of 2024)

– dba Hollywood Burger

– dba Salvatore Italian Restaurant

– dba Wally's Wine and Spirits

– Golden State Wine & Spirits

– Peach Systems Inc.

– La Boutillier

– Cyrus

– Greystone

– Southern Glazers Wine and Spirits

– Bunberry

– City Hall Cafe

– Seaspice

– Santorini by Georgios

– Blue Ribbon Sushi

– Think Hospitality Group

– Meat & Bone

– Lagniappe Wine Bar

– Olivers Bistro

 Georgia
– Georgia Crown Distributing - Atlanta

 Illinois
– Louis Glunz Wines Inc

 Illinois
– Chicago Noble Grape

 Indiana
 – 21st Amendment

 Maryland
– Lanterna Distributors, Inc.

 Massachusetts
– Table & Vine (+ local wholesaler)

 Minnesota
– Bellboy Corporation

 Missouri
– Brown Derby

 New
Jersey – Alpine Country Club

 New
Jersey – Biagio's Terrace

 New
Jersey – B2Bistro

 New
Jersey – Bottles by Sickles

 New
Jersey – Cellar97

 New
Jersey – Fiorino's

 New
Jersey – The Frog & The Peach

 New
Jersey – Foresgate Country Club

 New
Jersey – Giannone Wine & Liquor, West NY, NJ

 New
Jersey – Hanley's

 New
Jersey – Midtown Wine Merchants

 New
Jersey – Metuchen INN

 New
Jersey – Metuchen Golf & Country Club

 New
Jersey – Navasink Country Club

 New
Jersey – NJ Wine Seller

 New
Jersey – Planet of Wine

 New
Jersey – Port Washington Imports

 New
Jersey – Restaurant Da Benito

 New
Jersey – Royal Wine &Spirts I

 New
Jersey – Royal Wine & Spirits II

 New
Jersey – The Wine Shop

 New
Jersey – Woody's Roadside Tavern

 New
Jersey – Wine List

 New
Jersey – Wine Anthology

 New
Jersey – Wine Anthology

 New
Jersey – dba Wine Chateau / Le Malt

 New
Jersey – Xplore Wine

 New
York – Paramount

 New
York – The Union League

 New
York – The Craft Group

 New
York – Buy Wise Liquor

 New
York – Independence Wine & Spirits of NY, LLC

 New
York – dba Ambassador Wine & Spirits

 New
York – dba Beekman Wine & Liquor

 New
York – dba Estancia 460

 New
York – dba Nirvana

 New
York – dba Pascalou

 New
York – dba Tuscany Steakhouse

 New
York – dba Friars National Association Inc.

 New
York – dba Mister Wright

 Nevada
– Franco Wine

 Oklahoma
– Elite Wine & Spirits

 Texas
– United Wine and Spirits, LLC

 None
of the understandings with wine importers constitute a binding commitment by either party to produce, import or export the Company's
wines; performance by any of the parties is dependent upon numerous factors such as economic and political climate, consumer spending,
weather, the Company's ability to continue wine production operations, the market acceptance of the Company's products, and
other matters described in Item 1A - "Risk Factors".

 AWE
uses microvinification (barrel fermentation) for its premium varietals and blends. Microvinification is commonly used in France, but
is uncommon in Argentina, and Algodon Wine Estates is one of the few wineries in the country to implement this specialized process.

 In
the third quarter of 2020, Algodon Fine Wines launched e-commerce websites in both the U.S. and Argentina.

 In
September 2020, Algodon Fine Wines announced the launch of an e-commerce initiative servicing patrons in Argentina, at AlgodonWines.com.ar.
The e-commerce store sells and ships Algodon wines direct from its San Rafael, Mendoza winery to consumers living in Argentina. This
debut is part of an expanded effort to roll out the brand's premium Malbec-based wines, as well as the rest of the Algodon portfolio
of award-winning varietals and blends. In September 2020, Algodon Fine Wines also launched an e-commerce initiative servicing the United
States, with the backend warehousing and fulfillment provided by the California-based distributer VinPorter Wine Merchants, at AlgodonFineWines.com.
In March 2024, AlgodonFineWines.com changed its ecommerce distributor to Giannone Wine & Liquor Co. The e-commerce store, powered
by Giannone Wine & Liquor Co, links to a virtual storefront showcasing the Algodon wines currently distributed in the U.S. In addition
to the Algodon Fine Wines site powered by Giannone Wine & Liquor Co, Algodon wines are also available throughout the U.S. both in-store
and online at such retailers as Spec's, The Noble Grape and Wine-Searcher.com (among others).

 Algodon's
premium wines have received a number of top awards and ratings from the world's foremost tasting competitions including Gold Medals
from the prestigious Global Masters Wine Competition, comprised of master sommeliers. Algodon's Black Label Reserves represent
the best selection from Algodon with 100% microvinified blends whose low yield produces full concentration of fruit and flavor. Algodon's
complete portfolio of fine wines is currently available in wine bars, wine shops, restaurants and hotels in Buenos Aires, Mendoza, Germany,
Switzerland, Guernsey, U.K., the Netherlands and the United States.

Wine Estates – Real Estate Development

 AWE
has acquired a total of 4,138 acres of contiguous real estate surrounding its project in Mendoza, Argentina. This land was purchased
with the purpose of developing a vineyard-resort and attracting investment in second or third homes for the well-to-do from around the
world. GGH continues to invest in the ongoing costs of building out infrastructure and anticipates that sales of lots will gradually
improve and accelerate as worldwide economic conditions improve.

 GGH
is currently marketing portions of the property to be developed into luxury residential homes and vineyard estates. Management believes
that the power of the ALGODON brand combined with an attractive package of amenities will promote interest in the surrounding real
estate. The estate's master plan features a luxury golf and vineyard living community, made up of six distinct village sectors,
with 610 home sites ranging in size from 0.2 to 2.8 hectares (0.5 to 7 acres) for private sale and development. The development's
village sectors have been designed and named in accordance with their characteristic surroundings and landscape: the Wine & Golf
Village, the Polo & Equestrian Village, the Sierra Pintada Village, The North Vineyard & Orchard Village, The South Vineyard
& Orchard Village, and the Desert Vista Village. The development is located fifteen minutes from both the local airport and city
center.

 In
April 2019, GGH announced that it reached an agreement with Compass Real Estate to market and sell home sites at Algodon Wine Estates.
Compass Real Estate (www.compass.com), dubbed "the country's fastest-growing luxury real estate technology brokerage company"
by Forbes Magazine, is set to revamp Algodon Wine Estates' marketing and global sales initiatives by utilizing its network of 7,000
agents and over 1,000 employees. Compass' business model has attracted investment capital from Fidelity, Softbank, Goldman Sachs,
and several other corporations and individuals. GGH is developing lots for sale to third party builders and is not engaged in any construction
activity. There are approximately
300 lots that remain unsold as of March 31, 2024.

 Potential
Value Creation

 After
an official "arm's length" evaluation of the entire property (including the additional recently acquired 2,000 acres),
we estimate the discovery and potential development of underground aquifers could help increase the value of the parcel. Due to the prohibition
of developing new wells in Mendoza City Metro Area, it may be positive to take advantage of the lack of regulations in San Rafael. Additionally,
the current administration of Mendoza Province has asked (upon approval of the Company) to construct a major road through the far reaches
of the property in an effort to link the popular tourist destinations of Valle Grande, and Los Reyunos. This development could in effect
raise the commercial value of the land significantly, as well as open up potential rental-income opportunities from storefronts, gas
stations, and other businesses.

 In
November 2020, we began the process of drilling two water wells at Algodon Wine Estates, which we believe can significantly increase
the value of the land. This initiative can allow us direct access to natural aquifers that can be utilized for a variety of infrastructural
and landscape initiatives including crop production capabilities, residential and commercial development potential, or property resale.
We received approval for, and have completed drilling, three wells, and are currently awaiting approval for a fourth well. In the future,
we intend to apply for permits to add three additional water wells throughout the 4,138-acre property.

 Owning
real estate in Argentina is subject to risk. For more information see "Risk Factors."

Land Purchase

 In
September 2021, Gaucho Group Holdings, Inc. announced that its shareholders had approved the purchase of additional land holdings in
Argentina in an all-stock transaction valued at approximately $2.4 million. The purchase price was determined from an evaluation of the
real estate performed by an independent third-party.

 Located
in Argentina, the properties were acquired from the related, but independent entity, Hollywood Burger Holdings, Inc. ("HBH").
One of the property lots is located in the San Rafael, Mendoza region of Argentina, and the other in C rdoba, Argentina, with
the estimated fair market value of the combined properties totaling approximately $2.4 Million. Both properties are located on major
thoroughfares, seeing significant foot and street traffic, and both with ample parking, a feature considered a rare benefit in Argentine
cities.

 For
more information see Items 2 and 5.

 Projects
and Business Initiatives in Development

 GGH's
luxury branded assets include fine experiences through our award-winning wines and exceptional luxury destinations. Our U.S.-based e-commerce
website GAUCHO.com is designed to deliver Argentine luxury goods to the U.S. marketplace and elsewhere around the globe. We believe the
potential for scale here is particularly significant as Argentina is now making noteworthy re-entry to international trade. With Argentina
in the process of re-opening its borders, we believe it is poised to regain its status as a cultural and fashion exporter, and that there
may be a sizeable appetite in the U.S. and elsewhere for luxury products that feature a distinctly Argentine point of view. We are excited
about the potential for scale here.

 The
online luxury fashion business is highly competitive. The apparel industry is characterized by rapid shifts in fashion, consumer demand,
and competitive pressures, resulting in both price and demand volatility. We believe that our emphasis on fine leather goods, accessories
and apparel mitigates these factors.

 We
believe that the fit and quality of our garments, as well as the broad variety of colors and styles, our Gaucho and distinctly Argentine
inspiration, as well as the contemporary luxury garments and accessories that we offer helps to differentiate us. We compete against
a wide variety of smaller, independent specialty stores, as well as department stores and national and international specialty chains.
Companies that operate in this space include, but are not limited to, Rag & Bone, Theory, Maison Kitsune, Vince, and All Saints.
Many of these companies have substantially greater name recognition than Gaucho – Buenos Aires. Many of these companies also have
greater financial, marketing, and other resources when compared to Gaucho – Buenos Aires.

 Along
with the competitive factors noted above, other key competitive factors for Gaucho – Buenos Aires online e-commerce operations
include the success or effectiveness of customer mailing lists, advertising response rates, merchandise delivery, web site design and
web site availability. The online e-commerce operations compete against numerous web sites, many of which may have a greater volume of
web traffic, and greater financial, marketing, and other resources.

 Government
Regulation

 With
respect to the Company's clothing line, pursuant to the Federal Trade Commission, clothing exported from Argentina to the U.S.
must have a label that contains the country of origin and the composition of the item. Additional information can be found here:

 With
respect to the Company's wine production, please see Item 1A - "Risk Factors". Additional information may be found
here Additional information may be found here:

 Human
Capital Resources

 Our
experienced employees and management team are some of our most valuable resources, and we are committed to attracting, motivating, and
retaining top professionals. Including the operating subsidiaries in Argentina, as of the date of this annual report, the Company has
approximately 75 full-time employees. In Argentina, GGH also employs temporary, seasonal employees during the busy harvest season. In
the United States, GGH employs approximately 5 full-time employees as of the date of this annual report. None of the employees in the
United States are covered by a collective bargaining agreement and management believes it has good relations with its employees.

 Our
success is directly related to the satisfaction, growth, and development of our employees. We strive to offer a work environment where
employee opinions are valued and allow our employees to use and augment their professional skills. To achieve our human capital goals,
we intend to remain focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of
expertise and continue to provide our personnel with personal and professional growth. The Company emphasizes several measures and objectives
in managing our human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee
engagement, development and training, diversity and inclusion, and compensation and pay equity.

 Diversity
and Inclusion and Ethical Business Practices. We believe that a company culture focused on diversity and inclusion is a crucial driver
of creativity and innovation. We also believe that diverse and inclusive teams make better business decisions, ultimately driving better
business outcomes. We are committed to recruiting, retaining, and developing high-performing, innovative and engaged employees with diverse
backgrounds and experiences. This commitment includes providing equal access to, and participation in, equal employment opportunities,
programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, gender identity,
stereotypes, or assumptions based thereon. We welcome and celebrate our teams' differences, experiences, and beliefs, and we are
investing in a more engaged, diverse, and inclusive workforce.

 We
also foster a strong corporate culture that promotes high standards of ethics and compliance for our business, including policies that
set forth principles to guide employee, officer, director, and vendor conduct, such as our Code of Business Conduct and Ethics. We also
maintain a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical
business conduct on the part of our businesses, employees, officers, directors, or vendors.

 Due
to the COVID pandemic, on May 31, 2020 Gaucho Group Holdings, Inc. terminated its office lease at 135 Fifth Avenue in New York City.
All senior management of Gaucho Group Holdings, Inc. have been working remotely since then. The Company's principal office is currently
located at 112 NE 41st Street, Suite 106, Miami, Florida 33137. The telephone number remains the same at +1-212-739-7700.
The Company is licensed to do business in New York and Florida.

 Ticker
Symbol

 The
Company uplisted its common stock on the Nasdaq Capital Market ("Nasdaq") effective as of February 16, 2021, and the common
stock commenced trading on Nasdaq effective as of February 17, 2021 under the symbol "VINO".

 Available
Information

upon the uplist of the Company's common stock to Nasdaq, we have updated our corporate governance policies. We maintain a website
at  The information contained on, or accessible through, our website is not part of this Annual Report on
Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed
or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available on our website, free of charge, as soon as reasonably
practicable after we electronically file such reports with, or furnish those reports to, the SEC. In addition, we maintain our corporate
governance documents on our website here:  including:

 a
 Code of Business Conduct and Ethics for Directors, Officers and Employees which contains information regarding our whistleblower
 procedures,

 our
 Insider Trading Policy,

 our
 Audit Committee Charter,

 our
 Compensation Committee Charter,

 our
 Nominating and Corporate Governance Committee Charter,

 our
 Trading Blackout Policy, and

 our
 Related Party Transaction Policy.

 ITEM
1A. RISK FACTORS

 An
investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are
the risks we have identified and which we currently deem material or predictable. We also may face additional risks and uncertainties
not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect
our business. In general, you take more risk when you invest in the securities of issuers in emerging markets such as Argentina than
when you invest in the securities of issuers in the United States. If any of the following risks occur, our business, financial condition
and results of operations could be materially adversely affected. In such case, our net asset value and the price of our common stock
could decline, and you may lose all or part of your investment.

 In
evaluating the Company, its business and any investment in the Company, readers should carefully consider the following factors:

 Our
stock has been trading below $1.00 and our failure to maintain compliance with Nasdaq's continued listing requirements could result
in the delisting of our common stock.

 Our
common stock is currently listed for trading on The Nasdaq Capital Market. We must satisfy the continued listing requirements of The
Nasdaq Stock Market LLC (or Nasdaq), to maintain the listing of our common stock on The Nasdaq Capital Market.

 On
June 1, 2023, the Company received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq
Stock Market notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company's
common stock was trading below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant
to Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement").

 In
accordance with Nasdaq Rules, the Company was provided with an initial period of 180 calendar days, or until November 28, 2023 (the "Compliance
Date"), to regain compliance with the Bid Price Requirement.

 On
November 28, 2023, the Company provided the Staff with notice that it intends to effect a reverse stock split, if necessary to regain
compliance with the Bid Price Requirement, pending stockholder approval on December 28, 2023 at the Company's Special Stockholder
Meeting.

 On
November 29, 2023, the Company received a letter from the Staff notifying the Company that it is eligible for an additional 180 calendar
day period, or until May 28, 2024 to regain compliance (the "2024 Compliance Date"). Provided that the Company meets the
continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the
Nasdaq Capital Market with the exception of the Bid Price Requirement, and the Company provides written notice of its intention to cure
the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then if at any time before the 2024
Compliance Date the closing bid price for the Company's Common Stock is at least $1.00 for a minimum of 10 consecutive business
days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement.

 The
notification has no immediate effect on the Company's Nasdaq listing and the Company's Common Stock will continue to trade
on Nasdaq under the ticker symbol "VINO."

 The
Company held a Special Stockholders' Meeting on February 29, 2024, at which, among other things, the stockholders granted the Board
of Directors discretion (if necessary to prevent the delisting of the Company's common stock on Nasdaq) on or before June 30, 2024,
to implement a reverse stock split of the outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-ten (1:10),
or anywhere between, while maintaining the number of authorized shares of common stock at 150,000,000 shares, as required for Nasdaq
listing.

 If
the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Staff will provide written notification
to the Company that its Common Stock will be subject to delisting. At that time, the Company may appeal the Staff's delisting determination
to a Nasdaq Hearings Panel.

 There
can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.
Nonetheless, it is the Company's intention to regain compliance with the Bid Price Requirement through effecting a reverse stock
split if necessary.

 If
our common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established
for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less
convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investors
would likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from
trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our common stock would
be subject to SEC rules as a "penny stock", which impose additional disclosure requirements on broker-dealers. The regulations
relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker
commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit
the ability of investors to trade in our common stock. In addition, delisting would materially and adversely affect our ability to raise
capital on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and
employees and fewer business development opportunities. For these reasons and others, delisting would adversely affect the liquidity,
trading volume and price of our common stock, causing the value of an investment in us to decrease and having an adverse effect on our
business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise
capital.

 The
Company is currently in default under its convertible promissory note with 3i, which allows the holder to redeem all or a portion of
the Note and has received demand for payment.

to the 2023 Purchase Agreement and Note, as of May 21, 2023, the Company failed to prepay, redeem or convert one quarter of the initial
principal and interest on the Note. On August 11, 2023, the Company and 3i entered into an agreement (the "Letter Agreement")
pursuant to which, among other things: 3i agreed to forbear from issuing an event of default notice and event of default redemption notice
through December 31, 2023. The maturity date of the Note was February 21, 2024. 3i has issued three separate written notices requiring
the Company to redeem all or a portion of the 2023 Note, which if enforced, would have a material adverse effect on the Company. The
notices of default and demand for payment were issued by 3i on February 21, 2024, February 28, 2024, and March 6, 2024. The most recent
notice demanded immediate payment of a minimum of $3,460,510 and cited failure of the Company to convert a portion of the 2023 Note into
common stock of the Company.

 See
Item 5 for additional information.

 Tumim
has terminated the ELOC and a source of funding for the Company.

 On
February 22, 2024, the Company received notice from Tumim Stone Capital LLC of its election to terminate the 2022 ELOC. Pursuant to Section
8.2 of the Purchase Agreement, the Company has treated the ELOC as being terminated by Tumim effective March 7, 2024. Although no early
termination penalties are incurred by either party under the ELOC, the Company has lost access to a line of credit of up to approximately
$43,370,000. As a result, the Company must seek other sources of readily available funding, which could affect the Company's ability
to operate.

 Due
to the pause of activity with LVH, we may not receive a complete return of our investment.

 The
Company, through its wholly-owned subsidiary, Gaucho Ventures I – Las Vegas, LLC ("GVI"), contributed total capital
of $7.0 million to LVH Holdings LLC ("LVH") to develop a project in Las Vegas, Nevada and received 396 limited liability
company interests, representing an 11.9% equity interest in LVH. As of September 30, 2023, LVH has used the Company's cash contribution
to LVH for land improvement expenses, such as architectural, legal, engineering, and accounting fees. Should LVH be liquidated and dissolved
in the near future, it is most likely that the Company will not receive its entire contribution back from LVH and may lose its entire
investment.

are currently insufficient to pay operating expenses and costs, which may result in the inability to execute the Company's business
concept.

 The
Company's operations have to date generated significant operating losses, as reflected in the financial information included in
this Quarterly Report. Management's expectations in the past regarding when operations would become profitable have not been realized,
and this has continued to put a strain on working capital. Business and prospects must be considered in light of the risks, expenses,
and difficulties frequently encountered by companies in the early stages of operations. If the Company is not successful in addressing
these risks, its business and financial condition will be adversely affected. In light of the uncertain nature of the markets in which
the Company operates, it is impossible to predict future results of operations.

 Our
level of debt may adversely affect our operations and our ability to pay our debt as it becomes due.

 The
fact that we are leveraged may affect our ability to refinance existing debt or borrow additional funds to finance working capital requirements,
acquisitions and capital expenditures. In addition, the recent disruptions in the global financial markets, including the bankruptcy
and restructuring of major financial institutions, may adversely impact our ability to refinance existing debt and the availability and
cost of credit in the future. In such conditions, access to equity and debt financing options may be restricted and it may be uncertain
how long these economic circumstances may last. This would require us to allocate a substantial portion of cash flow to repay principal
and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures.
Our leverage could also affect our competitiveness and limit our ability to changes in market conditions, changes in the real estate
industry and economic downturns.

 We
may not be able to generate sufficient cash flows from operations to satisfy our debt service requirements or to obtain future financing.
If we cannot satisfy our debt service requirements or if we default on any financial or other covenants in our debt arrangements, the
lenders and/or holders of our debt will be able to accelerate the maturity of such debt or cause defaults under the other debt arrangements.
Our ability to service debt obligations or to refinance them will depend upon our future financial and operating performance, which will,
in part, be subject to factors beyond our control such as macroeconomic conditions and regulatory changes in Argentina. If we cannot
obtain future financing, we may have to delay or abandon some or all of our planned capital expenditures, which could adversely affect
our ability to generate cash flows and repay our obligations as they become due.

 We
may not be able to continue as a going concern.

 The
accompanying 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. However, doubt has been raised as to the ability of the Company to continue as a going
concern. The Company presently has enough cash on hand to sustain its operations on a month-to-month basis, but 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. While management believes that it will be successful in obtaining additional financing,
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.

 The
Company is facing and may continue to face significant cost inflation.

 We
have faced, and may continue to face, significant cost inflation, specifically in raw materials and other supply chain costs due to increased
demand for raw materials and the broad disruption of the global supply chain associated with the impact of COVID-19. International conflicts
or other geopolitical events may further contribute to increased supply chain costs due to shortages in raw materials, increased costs
for transportation and energy, disruptions in supply chains, and heightened inflation. Further escalation of geopolitical tensions may
also lead to changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain,
and consequently our results of operation.

 While
we may try to mitigate the impact of inflation by increasing the price of some of our own products, we may be unable to do so due to
the terms of existing contracts, a competitor's pricing pressure, or other factors. Additionally, significant price increases may
result in a loss of customers and adversely impact our business, results of operations, financial condition, and cash flows. Additionally,
broad concerns related to the economy, including inflation may impact consumer spending, which could impact future demand for our products.

 The
Company is subject to the Inflation Reduction Act of 2022.

 The
Inflation Reduction Act of 2022 (the "IRA") was enacted on August 16, 2022. This bill contains a number of tax-related provisions
that are effective after December 31, 2023, including (1) the imposition of a 15% minimum tax on book income for corporations with a
3-year average adjusted book income over $1 billion, and (2) the creation of a 1% excise tax on the value of stock repurchases (net of
the value of stock issuances) during the taxable year. Upon initial evaluation, the Company does not expect the IRA to have a material
impact on the Company's financial statements.

developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance
by financial institutions or transactional counterparties, could adversely affect the Company's current and projected business
operations and its financial condition and results of operations.

 Actual
events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions
or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events
of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon
Valley Bank, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance
Corporation as receiver. Although we did not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, investor
concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher
interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources,
thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access
to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial
obligations or fulfill our other obligations, result in breaches of our financial and/or contractual obligations or result in violations
of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other
related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected
business operations and financial condition and results of operations.

 Cybersecurity risks and cyber incidents may
adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or
damage to our business relationships, all of which could negatively impact our business, financial condition and operating results.

 In the ordinary course of our business, we collect, maintain and transmit
sensitive data on our networks and systems, including our intellectual property and proprietary or confidential business information (such
as research data and personal information) and confidential information with respect to our customers, and our investors. We have also
outsourced significant elements of our information technology infrastructure and, as a result, third parties may or could have access
to our confidential information. The secure maintenance of this information is critical to our business and reputation. We believe that
companies have been increasingly subject to a wide variety of security incidents, cyber-attacks and other attempts to gain unauthorized
access. These threats can come from a variety of sources, ranging in sophistication from an individual hacker to a state-sponsored attack
and motive (including corporate espionage). Cyber threats may be generic, or they may be custom-crafted against our information systems.
Cyber-attacks continue to become more prevalent and much harder to detect and defend against. Our network and storage applications and
those of our vendors may be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions.
It is often difficult to anticipate or immediately detect such incidents and the damage caused by such incidents. These data breaches
and any unauthorized access or disclosure of our information or intellectual property could compromise our intellectual property and expose
sensitive business information. A data security breach could also lead to public exposure of personal information of our clinical trial
patients, customers and others. Cyber-attacks could cause us to incur significant remediation costs, result in product development delays,
disrupt key business operations and divert attention of management and key information technology resources. Our network security and
data recovery measures and those of our vendors may not be adequate to protect against such security breaches and disruptions. These incidents
could also subject us to liability, expose us to significant expense and cause significant harm to our reputation and business.

 Risks
Relating to Argentina

 As
of the date of this annual report, the majority of our operations, property and sales are located in Argentina. As a result, the quality
of our assets, our financial condition and the results of our operations are dependent upon the macroeconomic, regulatory, social and
political conditions prevailing in Argentina from time to time. These conditions include growth rates, inflation rates, exchange rates,
taxes, foreign exchange controls, changes to interest rates, changes to government policies, social instability, and other political,
economic or international developments either taking place in, or otherwise affecting, Argentina.

 Economic
and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.

 The
Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative GDP growth, high
and variable levels of inflation and currency depreciation and devaluation. The economy has experienced high inflation and GDP growth
has been sluggish in the last few years. According to the International Monetary Fund's (IMF) "World Economic Outlook"
report dated October 2023, the Argentine Real GDP decreased by 2.5% in 2023. In January 2024, the IMF cut its 2024 GDP growth forecast
for Argentina, to a 2.8% contraction.

 In
its January 2023 update to the "World Economic Outlook", the IMF noted that the slowdown in the global economy will affect
Argentina as well, based on the tightening policies that are put in place in the country, both tightening monetary policy and the effort
to keep down the elevated inflation rate.

 In
addition, according to the "World Economic Outlook" by the IMF in October 2023, it estimated that the inflation was approximately
135.7% for 2023 and it further forecasted the inflation rate to increase approximately 69.5% in 2024.

 In
its January 2024 report, the IMF noted that Argentina's inconsistent economic policies have led to a higher federal deficit, triple
digit inflation and a depletion of international reserves. Monthly inflation increased to 12.8% in November 2023, with over 320% annualized.

 The
operating environment in Argentina continues to be a challenging business environment, including the continuing significant devaluation
of Argentina's currency, high inflation and economic recession. Volatility and declines in the exchange rate are expected in the
future, which could have an adverse impact on our Argentine revenues, net earnings, cash flows and net monetary asset position.

 Economic
and Political Risks Specific to Argentina

 The
Argentinian economy has been characterized by frequent and occasionally extensive intervention by the Argentinian government and by unstable
economic cycles. The Argentinian government has often changed monetary, taxation, credit, tariff and other policies to influence the
course of Argentina's economy, and taken other actions which do, or are perceived to weaken the nation's economy especially
as it relates to foreign investors and other overall investment climate. The Argentine peso has devalued significantly against the U.S.
dollar, from about 6.1 Argentine pesos per dollar in December 2013 to approximately 276.2 pesos per dollar in February 2024.

 In
June 24, 2021, the Morgan Stanley Capital International (MSCI) index stated that it would reclassify the Argentina Index from Emerging
Markets to Standalone Market status during its November index review. Investors considering an investment in GGH should be mindful of
these potential political and financial risks.

 Argentina's
economy may not support foreign investment or our business.

 Currently
there is significant inflation, labor unrest, and currency deflation. There has also been significant governmental intervention into
the Argentine economy, including price controls, foreign currency restrictions, and debt restructuring negotiations. As a result, uncertainty
remains as to whether economic growth in Argentina is sustainable and whether foreign investment will be successful. Foreign investment
is restricted in aviation, media, and foreign ownership in rural productive lands, bodies of water and areas along borders.

 Since
July 1, 2018, Argentina has had a highly inflationary economy, which may continue to increase our accounting and legal costs.

 The
International Practices Task Force ("IPTF") of the Center for Audit Quality discussed the inflationary status of Argentina
at its meeting on May 16, 2018 and, as further described in its May 16, 2018 Document for Discussion, it categorized Argentina as a country
with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company transitioned its Argentine operations
to highly inflationary status as of July 1, 2018. As a result, the Company was required to change the functional currency of its Argentine
operations to the U.S. dollar, effective as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities
are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical
exchange rates. Income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation
adjustments are reflected in loss on foreign currency translation on the accompanying statements of operations.

 Past
efforts by Argentina to nationalize businesses and future efforts to de-nationalize businesses contributes to an already unstable economy.

 In
April 2012, then Argentine President Cristina Fern ndez de Kirchner announced her decision to nationalize YPF, the country's
largest oil company, from its majority stakeholder, thus contributing to declining faith from foreign investors in the country and again
resulting in a downgrade by Standard and Poor's of Argentina's economic and financial outlook to "negative".
There were other discussions in Argentina about the possibility of nationalizing other businesses and industries under former President
Kirchner, and she was elected a Senator in late 2017. She has made several public statements about her intent to debate everything and
take firm positions on her political ideals.

 On
October 27, 2019, Alberto Fern ndez won as President of Argentina with Ms.de Kirchner becoming Vice President. In June of 2020,
President Fern ndez announced his plan to nationalize Vicentin SAIC, a major Argentine soybean processor. In October 2023, Javier
Milei won as President of Argentina and has made liberalization and deregulation of the economy a large part of his agenda. After being
sworn into office, Mr. Milei signed a decree to stabilize Argentina's economy through spending cuts, devaluing the peso and temporarily
hiking import taxes and export taxes. In December 2023, he tabled a bill to the National Congress that focused on mass privatization,
deregulating a number of sectors, and easing labor market rules.

 While
in the long run efforts to de-nationalize and de-regulate businesses may be beneficial to the Company, there is no assurance that any
investment in GGH will be safe from fluctuations in the market and government control or nationalization.

 Due
to the Company's operations in Argentina, the Company is exposed to the risk of changes in foreign exchange rates.

 Due
to the international nature of Gaucho Group Holdings' business, movements in foreign exchange rates may impact the consolidated
statements of operations, consolidated balance sheets and cash flows of the Company. Since almost all of the Company's sales are
located in Argentina, the Company's consolidated net sales are impacted negatively by the strengthening or positively by the weakening
of the U.S. dollar as compared to Argentina's currencies. Additionally, movements in the foreign exchange rates may unfavorably
or favorably impact the Company's results of operations, financial condition and liquidity. In October 2020, Argentina's
central bank introduced measures to tighten controls on the movement of foreign currency, which resulted in a decline of the Argentine
peso. The Argentine peso is stated at approximately 276.2 Argentine pesos per US dollar as of February 2024.

 A
significant number of our employees are located in Argentina, and any favorable or unfavorable developments in Argentina could have an
impact on our results of operations.

 A
significant number of our employees are located in Argentina. Our business activities in Argentina also subject us to risks associated
with changes in and interpretations of Argentine law, including laws related to employment, the protection and ownership of intellectual
property and U.S. ownership of Argentine operations. Furthermore, if we had to scale down or close our Argentine operations, there would
be significant time and cost required to relocate those operations elsewhere, which could have an adverse impact on our overall cost
structure.

 The
Argentine government has historically exercised significant influence over the country's economy. For example, since September
2019, the Argentine government has enacted a series foreign exchange currency controls. These controls include restrictions on Argentine
citizens and Argentinian companies' abilities to purchase U.S. dollars, transfer money to foreign accounts and make payments of
dividends or payments for services by related parties without permission from the Argentine government. These controls have become stricter
during the pandemic; currently it is challenging, and at times not possible for citizens in Argentina to formally access the exchange
market, and strategies available for the purchase of foreign currency outside of the exchange market are largely cost prohibitive. The
increase of the local inflation rates and the local currency devaluation have drastically reduced the purchasing power of our local employees'
salaries, because the purchase of certain goods and services in Argentina remains tied to the market value of the US dollar. In addition,
it is possible that the Argentine government may impose additional controls on the foreign exchange market and on capital flows from
and into Argentina in response to capital flight or depreciation of the Argentine peso. These restrictions may have a negative effect
on the economy and harm our business if imposed in an economic environment where access to local capital is tightly constrained.

 Additionally,
Argentina's economy and legal and regulatory framework have at times suffered radical changes, due to significant political influence
and uncertainties. Currently, Argentina's federal government is conducting negotiations with respect to the restructuring of their
sovereign debt. Such policies, and the ongoing restructuring negotiations, could destabilize the country and, consequently, its provinces,
and adversely affect our business and operating expenses.

 Doing
business in Argentina poses additional challenges, such as finding and retaining qualified employees, particularly management-level employees,
navigating local bureaucracy and infrastructure-related issues and identifying and retaining qualified service providers, among other
risks. Among these, the ability to retain employees without the possibility to offer alternatives that enable them to regain their salary
value have been particularly challenging, and said difficulties are expected to continue or even increase. Furthermore, despite recent
enactments of local anti-corruption and anti-bribery legislation in a number of developing markets such as Argentina, it may still be
more common than in the United States for others to engage in business practices prohibited by laws and regulations applicable to us,
such as the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act or similar local anti-bribery laws. In turn, the decrease in investors'
confidence, among other factors, could have a significant adverse impact on the development of the Argentine economy, which could harm
our business, results of operations and financial condition. Our commitment to legal compliance could put us at a competitive disadvantage,
and any lapses in our compliance could subject us to civil and criminal penalties that could harm our business, results of operations
and financial condition.

 Argentina's
ability to obtain financing from international markets is limited, which may impair its ability to implement reforms and foster economic
growth.

 After
the economic crisis in 2002, the Argentine government has maintained a policy of fiscal surplus. To be able to repay its debt, the Argentine
government may be required to continue adopting austere fiscal measures that could adversely affect economic growth.

 In
2005 and 2010, Argentina restructured over 91% of its sovereign debt that had been in default since the end of 2001. Some of the creditors
who did not participate in the 2005 or 2010 exchange offers continued their pursuit of a legal action against Argentina for the recovery
of debt.

 A
U.S. Court of Appeals blocked the most recent debt payment made by Argentina in June 2014 because it was improperly structured, giving
Argentina through the end of July 2014 to find a way to pay to fulfill its obligations. In March 2015, more than 500 creditors, separate
from the hedge fund creditors, filed suit against Argentina for payment on the debt of $5.4 billion. Argentina filed a motion opposing
those claims noting that there were now $10 billion in judgments and claims before the court. In February 2016, Argentina and four of
its major bond creditors entered into a settlement agreement whereby Argentina agreed to pay roughly $4.65 billion to those creditors
to resolve the fifteen-year litigation. Subsequently, Argentina has also entered into settlement agreements with other bond default creditors
who were not party to the original settlement which, in the aggregate, could have an estimated dollar value upwards of $10 billion.

 As
a result of Argentina's default and its aftermath of litigation, the government may not have the financial resources necessary
to implement reforms and foster economic growth, which, in turn, could have a material adverse effect on the country's economy
and, consequently, our businesses and results of operations. Furthermore, Argentina's inability to obtain credit in international
markets could have a direct impact on our own ability to access international credit markets to finance our operations and growth.

 In
April of 2016, after settling the litigation, Argentina was able to return to the international debt markets with a $16.5 billion century
bond. The attractiveness of a century bond is debatable amongst investment advisers and its impact over the long-term in is this case
unknown. In 2017, Argentina engaged in additional sales of bonds on international markets for around $13.4 billion. There can be no assurance
that the Argentine government will not default on its obligations under these or any of its bonds if it experiences another economic
crisis or has a change in political control. A new default by the Argentine government could lead to a new recession, even higher inflation,
restrictions on Argentine companies access to financing and funds, limit the operations of Argentine companies in the international markets,
higher unemployment and social unrest, which would negatively affect our financial condition, results of operations and cash flows. In
June 2018, the Argentine Government entered into a US$50 billion, 36-month stand-by arrangement with the IMF. This measure was intended
to halt the significant depreciation of the peso during the first half of 2018. In December 2018, the IMF completed a second review under
the stand-by arrangement and although there were indications that the financial markets in Argentina have stabilized since the end of
September 2018 following the adoption of the new monetary policy framework, the IMF noted that external risks are centered around an
unanticipated tightening of global financial conditions, which could resurface concerns about Argentina's ability to meet its large
gross financing needs. The IMF also warned that greater than expected inertia in the inflation process may delay the expected easing
of monetary policy and generate a greater economic loss during the needed disinflation and that a deeper recession or more persistent
inflation could generate a more forceful opposition to the policies underpinning the program and hinder their implementation.

 In
August 2020, Argentina reported that it had successfully negotiated a restructuring of close to $65 billion in debt with large US investment
firms. The government predicted that the deal will bring in billions of dollars in financial relief over the 2020-2030 term and help
cut interest rates on foreign bonds by 4%. However, only weeks after the restructuring, investors criticized the Argentine government's
mismanagement of the economy, and bonds issued in September had already fallen 25 percent.

 In
March 2022, the IMF approved a new $44 billion 30-month arrangement that, according to the IMF, sets pragmatic objectives to improve
public finances and reduce inflation. In January 2024, the IMF finished a seventh review of the arrangement with Argentina and authorized
an immediate disbursement of US $4.7 billion, which brings the total of disbursements under the arrangements to approximately US $40.6
billion.

 The
Argentine government may again place currency limitations on withdrawals of funds.

 Through
2015, the Argentine government, led by then president Cristina Fern ndez, instituted economic controls that included limiting
the ability of individuals and companies to exchange local currency (Argentine peso) into U.S. dollars and to transfer funds out of the
country. At the time, public reports stated that government officials were micromanaging money flows by limiting dollar purchases and
discouraging dividend payments and international wire transfers. As a result of these controls, Argentine companies had limited access
to U.S. dollars through regular channels (e.g., banks) and consumers faced difficulty withdrawing and exchanging invested funds. Given
the Company's investment in Argentine projects and developments, its ability to mobilize and access funds may be adversely affected
by the above-mentioned political actions, despite the efforts to repeal economic controls in the recent past.

 In
December 2015, newly elected President Mauricio Macri ended the central bank's support of the peso and removed the currency controls
that limited the ability of Argentines to buy dollars, resulting in a 30% devaluation of the Argentine peso. In January 2017, the country
lifted the 120-day holding period for incoming funds hoping to increase the flow of money into the country and ease access for tourists,
citizens and businesses. However, Argentina is still feeling the impact of removing currency controls and continued experiencing a decrease
in the value of the Argentine peso throughout 2023.

 In
2020, the Argentine central bank restricted access to dollars, prohibiting private citizens from buying more than $200 in foreign currency
per month on the official exchange market. Argentine officials have suggested that they will relax controls when the economy has stabilized,
which has not yet happened. These restrictions may have a negative effect on the economy and on our business if imposed in an economic
environment where access to local capital is constrained.

 The
stability of the Argentine banking system is uncertain.

economic developments, even if not related to or attributable to the financial system, could result in deposits flowing out of the banks
and into the foreign exchange market, as depositors seek to shield their financial assets from a new crisis. Any run on deposits could
create liquidity or even solvency problems for financial institutions, resulting in a contraction of available credit.

 Additionally,
unrest among the employment sector of the banking industry has led to strikes led by strong labor unions. This makes it difficult for
citizens and businesses to conduct banking activities and decreases the level of trust people put into the Argentine banking system.

 In
the event of a future shock, such as the failure of one or more banks or a crisis in depositor confidence, the Argentine government could
impose further exchange controls or transfer restrictions and take other measures that could lead to renewed political and social tensions
and undermine the Argentine government's public finances, which could adversely affect Argentina's economy and prospects
for economic growth which could adversely affect our business.

 Government
measures to preempt or respond to social unrest may adversely affect the Argentine economy and our business.

 The
Argentine government has historically exercised significant influence over the country's economy. Additionally, the country's
legal and regulatory frameworks have at times suffered radical changes, due to political influence and significant political uncertainties.
Future government policies to preempt, or in response to, social unrest may include expropriation, nationalization, forced renegotiation
or modification of existing contracts, suspension of the enforcement of creditors' rights, new taxation policies, including royalty
and tax increases and retroactive tax claims, and changes in laws and policies affecting foreign trade and investment. Such policies
could destabilize the country and adversely and materially affect the economy, and thereby our business.

 The
Argentine economy could be adversely affected by economic developments in other global markets.

 Financial
and securities markets in Argentina are influenced, to varying degrees, by economic and market conditions in other global markets. Although
economic conditions vary from country to country, investors' perception of the events occurring in one country may substantially
affect capital flows into other countries. Lower capital inflows and declining securities prices negatively affect the real economy of
a country through higher interest rates or currency volatility.

 In
addition, Argentina is also affected by the economic conditions of major trade partners, such as Brazil and/or countries that have influence
over world economic cycles, such as the United States. If interest rates rise significantly in developed economies, including the United
States, Argentina and other emerging market economies could find it more difficult and expensive to borrow capital and refinance existing
debt, which would negatively affect their economic growth. In addition, if these developing countries, which are also Argentina's
trade partners, fall into a recession the Argentine economy would be affected by a decrease in exports. All of these factors would have
a negative impact on us, our business, operations, financial condition and prospects.

 The
Argentine government may order salary increases to be paid to employees in the private sector, which would increase our operating costs.

 There
have been nationwide strikes in Argentina over wages and benefits paid to workers which workers believe to be inadequate in light of
the high rate of inflation and rising utility rates. In the past, the Argentine government has passed laws, regulations and decrees requiring
companies in the private sector to maintain minimum wage levels and provide specified benefits to employees and may do so again in the
future. In the aftermath of the Argentine economic crisis, employers both in the public and private sectors have experienced significant
pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high
levels of inflation, the employees and labor organizations have begun again demanding significant wage increases. It is possible that
the Argentine government could adopt measures mandating salary increases and/or the provision of additional employee benefits in the
future. Any such measures could have a material and adverse effect on our business, results of operations and financial condition. To
management's knowledge, currently there are no pending measures.

 Restrictions
on the supply of energy could negatively affect Argentina's economy.

 As
a result of a prolonged recession, and the forced conversion into pesos and subsequent freeze of gas and electricity tariffs in Argentina,
there has been a lack of investment in gas and electricity supply and transport capacity in Argentina in recent years. At the same time,
demand for natural gas and electricity has increased substantially, driven by a recovery in economic conditions and price constraints,
which has prompted the government to adopt a series of measures that have resulted in industry shortages and/or cost increases. In 2017,
the government increased the tariffs on electricity and gas hoping to spur an increase in domestic energy production which increased
the cost for these utilities for citizens. Scheduled increases in electricity tariffs in May and August 2019 were canceled and the government
committed to no further gas tariff increases in 2019.

 The
federal government has been taking a number of measures, including the tariff increase, to alleviate the short-term impact of energy
shortages on residential and industrial users. If these measures prove to be insufficient, or if the investment that is required to increase
natural gas production and transportation capacity and energy generation and transportation capacity over the medium-and long-term fails
to materialize on a timely basis, economic activity in Argentina could be limited, which could have a significant adverse effect on our
business.

 We
are exposed to risks in relation to compliance with foreign and domestic anti-corruption and anti-bribery laws and regulations.

 Our
operations are subject to various foreign and domestic anti-corruption and anti-bribery laws and regulations, including the Argentine
Corporate Criminal Liability Law 27,401 effective March 1, 2018 (the "Corporate Criminal Liability Law") and the U.S. Foreign
Corrupt Practices Act of 1977 (the "FCPA"). Both the Corporate Criminal Liability Law and the FCPA impose liability against
companies who engage in bribery of government officials, either directly or through intermediaries. The Corporate Criminal Liability
Law establishes a system of criminal liability of private legal persons which include companies created under any legal form (LLCs, PLCs,
partnerships, etc.) whether of national or foreign capital for criminal offenses against public administration and national and cross-border
bribery committed by, among others, its shareholders, attorneys-in-fact, directors, managers, employees, or representatives. Such anti-corruption
laws generally prohibit providing anything of value to government officials for the purposes of obtaining or retaining business or securing
any improper business advantage. In January of 2019, the National Executive enacted Emergency Decree No. 62/2019, which allows for the
confiscation of assets that were acquired from drug trafficking, smuggling, money laundering, and other corruption crimes, where there
is proof that the assets do not reasonably correspond to the person's income. Additionally, on April 10, 2019, President Macri
approved Decree No. 258/2019, which implemented the National Anti-corruption Plan (2019-2023). The plan is intended to consolidate progress
in fighting corruption, and includes various initiatives divided into three main categories: (1) initiatives on transparency and open
government; (2) initiatives to prevent money laundering; and (3) investigation and sanctions initiatives. As part of our business, we
may deal with entities in which the employees are considered government officials. We have a compliance program that is designed to manage
the risks of doing business in light of these new and existing legal and regulatory requirements.

 Although
we have internal policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations,
there can be no assurance that such policies and procedures will be sufficient. Violations of anti-corruption laws and sanctions regulations
could lead to financial penalties being imposed on us, limits being placed on our activities, our authorizations and licenses being revoked,
damage to our reputation and other consequences that could have a material adverse effect on our business, results of operations and
financial condition. Further, litigation or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions
regulations could be costly.

 Real
Estate Considerations and Risks Associated with the International Projects that GGH Operates

 The
Real Estate Industry and International Investing

 Investments
in our real estate projects are subject to numerous risks, including the following:

 Increased
 expenses and uncertainties related to international operations;

 Risks
 associated with Argentina's past political uncertainties, economic crises, and high inflation;

 Risks
 associated with currency, exchange, and import/export controls;

 changes in national or international economic conditions;

 local market conditions;

 Construction
 and renovation costs exceeding original estimates;

 Price
 increases in basic raw materials used in construction;

 Delays
 in construction and renovation projects;

 in availability of debt financing;

 Risks
 due to dependence on cash flow;

 in interest rates, real estate taxes and other operating expenses;

 in the financial condition of tenants, buyers and sellers of properties;

 with others for suitable properties;

 in environmental laws and regulations, zoning laws and other governmental rules and fiscal policies;

 in energy prices;

 in the relative popularity of properties;

 Risks
 related to the potential use of leverage;

 Costs
 associated with the need to periodically repair, renovate and re-lease space;

 Increases
 in operating costs including real estate taxes;

 Risks
 and operating problems arising out of the presence of certain construction materials;

 Environmental
 claims arising in respect of real estate acquired with undisclosed or unknown environmental problems or as to which inadequate reserves
 had been established;

 Uninsurable
 losses and acts of terrorism;

 Acts
 of God; and

 Other
 factors beyond the control of the Company.

 Investment
in Argentine real property is subject to economic and political risks.

 Investment
in foreign real estate requires consideration of certain risks typically not associated with investing in the United States. Such risks
include, among other things, 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. Any one of these risks has the potential to reduce the value of our real estate holdings in Argentina
and have a material adverse effect on the Company's financial condition.

 The
real estate market is uncertain in Argentina.

 President
Macri had attempted to boost the real estate market in Argentina by lifting various currency restrictions. However, the real estate market
has not rebounded from the crippling effect of past currency controls, and the Argentine government recently imposed additional currency
controls under new President Alberto Fern ndez. As a result on the currency controls and the decline in the Argentine peso, the
real estate market in Argentina is uncertain. Continued investment in real estate in Argentina is very risky and could never materialize
in the way our business model plans. However, waiting to act on certain real estate endeavors will have negative consequences if the
market sees an increase in competitiveness. The main competitive factors in the real estate development business include availability
and location of land, price, funding, design, quality, reputation and partnerships with developers. Although there is little to no leverage
used to acquire real estate in Argentina, thereby greatly lessening the impact of foreclosures in the market, the practice of cash acquisitions
can be a barrier to entry in the real estate market. A number of residential and commercial developers and real estate services companies
may desire to enter the market and compete with the Company in seeking land for acquisition, financial resources for development and
prospective purchasers. To the extent that one or more of the Company's competitors are able to acquire and develop desirable properties,
as a result of greater financial resources or otherwise, the Company's business could be materially and adversely affected. If
the Company is not able to acquire and develop sought-after property as promptly as its competitors, or should the level of competition
increase, its financial position and results of operations could be adversely affected.

 An
adverse economic environment for real estate companies such as a credit crisis may adversely impact our results of operations and business
prospects significantly.

 The
success of our business and profitability of our operations depend on continued investment in real estate and access to capital and debt
financing. A prolonged crisis of confidence in real estate investments and lack of credit for acquisitions may constrain our growth.
In order to pursue acquisitions, we may need access to equity capital and/or debt financing. Any disruptions in the financial markets
may adversely impact our ability to refinance existing debt and the availability and cost of credit in the near future. Any consideration
of sales of existing properties or portfolio interests may be offset by lower property values. Our ability to make scheduled payments
or to refinance our existing debt obligations depends on our operating and financial performance, which in turn is subject to prevailing
economic conditions. If a recurrence of the disruptions in financial markets remains or arises in the future, there can be no assurances
that government responses to such disruptions will restore investor confidence, stabilize the markets or increase liquidity and the availability
of credit.

 There
are limitations on the ability of foreign persons to own Argentinian real property.

 In
December 2011, the Argentine Congress passed Law 26,737 (Regime for Protection of National Domain over Ownership, Possession or Tenure
of Rural Land) limiting foreign ownership of rural land, even when not in border areas, to a maximum of 15 percent of all national, provincial
or departmental productive land. Ownership by the same foreign owner (i.e., foreign individuals, foreign entities or local entities controlled
by a foreign person) may not exceed 1,000 hectares (2,470 acres) of the 'core area' or the 'equivalent surface'
determined according to the location of the lands. The Interministerial Council of Rural Lands, the enforcement agency, defines the 'equivalent
surface' taking into consideration: (1) the proportion of the 'rural lands' in relation to the municipality, department
and province; and (2) the potential and quality of the rural lands for their use and exploitation. Every non-Argentine national must
request permission from the National Land Registry of Argentina in order to acquire non-urban real property.

 As
approved, the law has been in effect since February 28, 2012 but is not retroactive. Furthermore, the general limit of 15 percent ownership
by non-nationals must be reached before the law is applicable and each provincial government may establish its own maximum area of ownership
per non-national.

to Executive Order No. 550/13, as published on the Official Bulletin on May 9, 2013, in the Mendoza province, the maximum area allowed
per type of production and activity per non-national is as follows: Mining—25,000 hectares (61,776 acres), cattle ranching—18,000
hectares (44,479 acres), cultivation of fruit or vines—15,000 hectares (37,066 acres), horticulture—7,000 hectares (17,297
acres), private lot—200 hectares (494 acres), and other—1,000 hectares (2,471 acres). A hectare is a unit of area in the
metric system equal to approximately 2.471 acres. However, these maximums will only be considered if the total 15 percent is reached.
Currently, the Company owns approximately 4,138 acres of Argentine rural land through AWE, 2,050 acres are considered land held for cultivation
of fruit or vines and 2,088 was purchased during 2017 to provide additional access to AWE. Because the maximum area for this type of
land allowed per non-national is 25,000 hectares, the Company is compliant with the law's limit, were it to apply today. Costs
of compliance with the law may be significant in the future. Although the area under foreign ownership in Mendoza is approximately 8.45
percent, this law may apply to the Company in the future and could affect the Company's ability to acquire additional real property
in Argentina. The inability to acquire additional land could curtail the Company's growth strategy. Management is not currently
aware of any change that would require the Company to divest itself of its properties.

 Our
business is subject to extensive regulation in Argentina and the U.S. and additional regulations may be imposed in the future.

 Many
aspects of the Company's businesses face substantial government regulation and oversight. Our activities are subject to Argentine
federal, state and municipal laws, and to regulations, authorizations and licenses required with respect to construction, zoning, use
of the soil, environmental protection and historical patrimony, consumer protection, antitrust and other requirements, all of which affect
our ability to acquire land, buildings and shopping malls, develop and build projects and negotiate with customers.

 Additionally,
hotel properties are subject to numerous laws, including those relating to the preparation and sale of food and beverages, including
alcohol and those governing relationships with employees such as minimum wage and maximum working hours, overtime, working conditions,
hiring and firing employees and work permits. Additionally, hotel properties may be subject to various laws relating to the environment
and fire and safety. Compliance with these laws may be time consuming and costly and may adversely affect hotel operations in Argentina.
Another example is the wine industry which is subject to extensive regulation by local and foreign governmental agencies concerning such
matters as licensing, trade and pricing practices, permitted and required labeling, advertising and relations with wholesalers and retailers.
New or revised regulations in Argentina, or other foreign countries and U.S. import laws could have a material adverse effect on Algodon
Wine Estates' financial condition or operations.

 In
addition, companies in this industry are subject to increasing tax rates, the creation of new taxes and changes in the taxation regime.
We are required to obtain licenses and authorizations with different governmental authorities in order to carry out our projects. Maintaining
our licenses and authorizations can be a costly provision. In the case of non-compliance with such laws, regulations, licenses and authorizations,
we may face fines, project shutdowns, and cancellation of licenses and revocation of authorizations.

 In
addition, public authorities may issue new and stricter standards, or enforce or construe existing laws and regulations in a more restrictive
manner, which may force us to make expenditures to comply with such new rules. Development activities are also subject to risks relating
to potential delays in obtaining or an inability to obtain all necessary zoning, environmental, land-use, development, building, occupancy
and other required governmental permits and authorizations. Any such delays or failures to obtain such government approvals may have
an adverse effect on our business.

 Finally,
because many of the Company's properties are located in Argentina, they are subject to its laws and to the laws of various local
districts that affect ownership and operational matters. Compliance with applicable rules and regulations requires significant management
attention and any failure to comply could jeopardize the Company's ability to operate or sell a particular property and could subject
the Company to monetary penalties, additional costs required to achieve compliance, and potential liability to third parties. Regulations
governing the Argentinian real estate industry as well as environmental laws have tended to become more restrictive over time. The Company
cannot assure that new and stricter standards will not be adopted or become applicable to the Company, or that stricter interpretations
of existing laws and regulations will not be implemented.

 There
may be a lack of liquidity in the underlying real estate.

 Because
a substantial part of the assets managed by the Company will be invested in illiquid real estate, there is a risk that the Company will
be unable to realize its investment objectives through the sale or other disposition of properties at attractive prices or to do so at
a desirable time. This could hamper the Company's ability to complete any exit strategy with regard to investments it has structured
or participated in.

 There
is limited public information about real estate in Argentina.

 There
is generally limited publicly available information about real estate in Argentina, and the Company will be conducting its own due diligence
on future transactions. Moreover, it is common in Argentinian real estate transactions that the purchaser bears the burden of any undiscovered
conditions or defects and has limited recourse against the seller of the property. Should the pre-acquisition evaluation of the physical
condition of any future investments have failed to detect certain defects or necessary repairs, the total investment cost could be significantly
higher than expected. Furthermore, should estimates of the costs of developing, improving, repositioning or redeveloping an acquired
property prove too low or estimates of the market demand or the time required to achieve occupancy prove too optimistic, the profitability
of the investment may be adversely affected.

 The
Company may be subject to certain losses that are not covered by insurance.

 GGH,
its affiliates and/or subsidiaries currently maintain insurance coverage against liability to third parties and property damage as is
customary for similarly situated businesses, however the Company does not hold any country-risk insurance. There can be no assurance,
however, that insurance will continue to be available or sufficient to cover any such risks. Insurance against certain risks, such as
earthquakes, floods or terrorism may be unavailable, available in amounts that are less than the full market value or replacement cost
of the properties or subject to a large deductible. In addition, there can be no assurance the particular risks which are currently insurable
will continue to be insurable on an economic basis.

 Boutique
Hotel

 All
real estate investments, hotel and hospitality investments are generally subject to additional risks which include:

 for guests from other hotels based upon brand affiliations, room rates offered including those via internet wholesalers and distributors,
 customer service, location and the condition and upkeep of each hotel in general and in relation to other hotels in their local market;

 Specific
 competition from well-established operators of "boutique" or "lifestyle" hotel brands which have greater
 financial resources and economies of scale;

 effects of general and local political and/or economic conditions;

 Dependence
 on demand from business and leisure travelers, which may fluctuate and be seasonal;

 Increases
 in energy costs, airline fares and other expenses related to travel, which may deter travel;

 Impact
 of financial difficulties of the airline industry and potential reduction in demand on hotel rooms;

 Overbuilding
 in the hotel industry, especially in individual markets; and

 Disruption
 in business and leisure travel patterns relating to perceived fears of terrorism or political unrest.

 The
boutique hotel market is highly competitive.

 The
Company competes in the boutique hotel segment, which is highly competitive, is closely linked to economic conditions and may be more
susceptible to changes in economic conditions than other segments of the hospitality industry. Competition within the boutique hotel
segment is also likely to continue to increase in the future. Competitive factors include name recognition, quality of service, convenience
of location, quality of the property, pricing, and range and quality of dining, services and amenities offered. Additionally, success
in the boutique hotel market depends, largely, on an ability to shape and stimulate consumer tastes and demands by producing and maintaining
innovative, attractive, and exciting properties and services. The Company competes in this segment against many well-known companies
that have established brand recognition and significantly greater financial resources. If it is unable to achieve and maintain consumer
recognition for its brand and otherwise compete with well-established competitors, the Company's business and operations will be
negatively impacted. There can be no assurance that the Company will be able to compete successfully in this market or that the Company
will be able to anticipate and react to changing consumer tastes and demands in a timely manner.

 Historically,
the Company's hotel incurs overhead costs higher than the total gross margin.

 Historically
the Algodon Mansion hotel has operated at a loss. There can be no assurance that the Algodon Mansion hotel will operate at a profit or
that the Company will be able to increase revenues or lower the hotel's overhead cost in the future.

 The
profitability of the Company's hotels will depend on the performance of hotel management.

 The
profitability of the Company's hotel and hospitality investment will depend largely upon the ability of management that it employs
to generate revenues that exceed operating expenses. The failure of hotel management to manage the hotels effectively would adversely
affect the cash flow received from hotel and hospitality operations.

 We
are subject to risks affecting the hotel industry.

 In
addition, the profitability of our hotels depends on:

 our
 ability to form successful relationships with international and local operators to run our hotels;

 in tourism and travel trends, including seasonal changes and changes due to pandemic outbreaks, weather phenomena or other natural
 events and social unrest;

 affluence
 of tourists, which can be affected by a slowdown in global economy; and

 taxes
 and governmental regulations affecting wages, prices, interest rates, construction procedures and costs.

Wine Estates and Land Development

 The
tourism industry is highly competitive and may affect the success of the Company's projects.

 The
success of the tourism and real estate development projects underway at Algodon Wine Estates depends primarily on recreational and secondarily
on business tourists and the extent to which the Company can attract tourists to the region and to its properties.

 Generally,
the Company is in competition with other hotels and developers based upon brand affiliations, room rates, customer service, location,
facilities, and the condition and upkeep of the lodging in general, and in relation to other lodges/hotels/investment opportunities in
the local market. Algodon Wine Estates operates as a multi-functional resort and winery and serves a niche market, which may be difficult
to target. Algodon Wine Estates may also be disadvantaged because of its geographical location in the greater Mendoza region. While the
San Rafael area continues to increase in popularity as a tourist destination, it is currently less traveled than other regions of Mendoza,
where tourism is more established.

 The
profitability of Algodon Wine Estates will depend on consumer demand for leisure and entertainment.

Wine Estates is dependent on demand from leisure and business travelers, which may be seasonal and fluctuate based on numerous factors.
Demand may decrease with increases in energy costs, airline fares and other expenses related to travel, which may deter travel. Business
and leisure travel patterns may be disrupted due to perceived fears of local unrest or terrorism both abroad and in Argentina. General
and local economic conditions and their effects on travel may adversely affect Algodon Wine Estates and our revenues.

 Development
of the Company's projects will proceed in phases and is subject to unpredictability in costs and expenses.

 It
is contemplated that the expansion and development plans of Algodon Wine Estates will be completed in phases and each phase will present
different types and degrees of risk. Algodon Wine Estates may be unable to acquire the property it needs for further expansion or be
unable to raise the property to the standards anticipated for the ALGODON brand. This may be due to difficulties associated with
obtaining required future financing, purchasing additional parcels of land, or receiving the requisite zoning approvals. Algodon Wine
Estates may have problems with local laws and customs that cannot be predicted or controlled. Development costs may also increase due
to inflation or other economic factors.

 The
ability of the Company to operate its businesses may be adversely affected by U.S. and Argentine government regulations.

 Many
aspects of the Company's businesses face substantial government regulation and oversight. For example, hotel properties are subject
to numerous laws, including those relating to the preparation and sale of food and beverages, including alcohol and those governing relationships
with employees such as minimum wage and maximum working hours, overtime, working conditions, hiring and firing employees and work permits.
Additionally, hotel properties may be subject to various laws relating to the environment and fire and safety. Compliance with these
laws may be time consuming and costly and may adversely affect hotel operations in Argentina.

 Another
example is the wine industry which is subject to extensive regulation by local and foreign governmental agencies concerning such matters
as licensing, trade and pricing practices, permitted and required labeling, advertising and relations with wholesalers and retailers.
New or revised regulations in Argentina, or other foreign countries and U.S. import laws could have a material adverse effect on Algodon
Wine Estates' financial condition or operations.

 Finally,
because many of the Company's properties are located in Argentina, they are subject to its laws and to the laws of various local
districts that affect ownership and operational matters. Compliance with applicable rules and regulations requires significant management
attention and any failure to comply could jeopardize the Company's ability to operate or sell a particular property and could subject
the Company to monetary penalties, additional costs required to achieve compliance, and potential liability to third parties. Regulations
governing the Argentinian real estate industry as well as environmental laws have tended to become more restrictive over time. The Company
cannot assure that new and stricter standards will not be adopted or become applicable to the Company, or that stricter interpretations
of existing laws and regulations will not be implemented.

Wine Estates—Vineyard and Wine Production

within the wine industry could have a material adverse effect on the profitability of wine sales.

 The
operation of a winery is a highly competitive business and the dollar amount and unit volume of wine sales through the ALGODON label
could be negatively affected by a variety of competitive factors. Many other local and foreign producers of wine have significantly greater
financial, technical, marketing and public relations resources and wine producing expertise than the Company, and many have more refined,
developed and established brands. The wine industry is characterized by fickle demand and success in this industry relies heavily on
successful branding. Thus, the ALGODON brand concept may not appeal to a large segment of the market, preventing the Company from
successfully competing against other Argentinian and foreign brands. Wholesaler, retailer and consumer purchasing decisions are also
influenced by the quality, pricing and branding of the product, as compared to competitive products. Unit volume and dollar sales could
be adversely affected by pricing, purchasing, financing, operational, advertising or promotional decisions made by competitors, which
could affect the supply of, or consumer demand for, product produced under the ALGODON brand.

Wine Estates is subject to import and export rules and taxes which may change.

Wine Estates primarily exports its products to the United States and Europe. In countries to which Algodon Wine Estates intends to export
its products, Algodon Wine Estates will be subject to excise and other taxes on wine products in varying amounts, which are subject to
change. Significant increases in excise or other taxes could have a material adverse effect on Algodon Wine Estates' financial
condition or operations. Political and economic instabilities of foreign countries may also disrupt or adversely affect Algodon Wine
Estates' ability to export or make profitable sales in that country. Moreover, exporting costs are subject to macro-economic forces
that affect the price of transporting goods (e.g., the cost of oil and its impact on transportation systems), and this could have an
adverse impact on operations.

 The
Company's business would be adversely affected by natural disasters.

 Natural
disasters, floods, hurricanes, fires, earthquakes, hailstorms or other environmental disasters could damage the vineyard, its inventory,
or other physical assets of the Algodon Wine Estates' resort, including the golf course. If all or a portion of the vineyard or
inventory were to be lost prior to sale or distribution as a result of any adverse environmental activity, or if the golf course and
facilities were damaged, Algodon Wine Estates would become significantly less attractive as a destination resort and therefore lose a
substantial portion of its anticipated profit and cash flow. Such a loss would seriously harm the business and reduce overall sales and
profits. The Company is not insured against crop losses as a result of weather conditions or natural disasters. Moderate, but irregular
weather conditions may adversely affect the grapes, making any one season less profitable than expected. In addition to weather conditions,
many other factors, such as pruning methods, plant diseases, pests, the number of vines producing grapes, and machine failure could also
affect the quantity and quality of grapes. Any of these conditions could cause an increase in the price of production or a reduction
in the amount of wine Algodon Wine Estates is able to produce and a resulting reduction in business sales and profits.

 Climate
change, or legal, regulatory or market measures to address climate change, may negatively affect our business, operations or financial
performance, and water scarcity or poor water quality could negatively impact our production costs and capacity.

 Our
wine business depends upon agricultural activity and natural resources. There has been much public discussion related to concerns that
carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the
frequency and severity of extreme weather and natural disasters. Severe weather events and climate change may negatively affect agricultural
productivity in the regions from which we presently source our agricultural raw materials such as grapes. Decreased availability of our
raw materials may increase the cost of goods for our products. Severe weather events or changes in the frequency or intensity of weather
events can also disrupt our supply chain, which may affect production operations, insurance cost and coverage, as well as delivery of
our products to wholesalers, retailers and consumers.

 Water
is essential in the production of our products. The quality and quantity of water available for use is important to the supply of grapes
and our ability to operate our business. Water is a limited resource in many parts of the world and if climate patterns change and droughts
become more severe, there may be a scarcity of water or poor water quality that may affect our production costs or impose capacity constraints.
Management is unaware of any current water issues in Argentina.

 Various
diseases, pests and certain weather conditions may negatively affect our business, operations or financial performance.

 Various
diseases, pests, fungi, viruses, drought, frosts and certain other weather conditions could affect the quality and quantity of grapes
other agricultural raw materials available, decreasing the supply of our products and negatively impacting profitability. We cannot guarantee
that our grape suppliers or our suppliers of other agricultural raw materials will succeed in preventing contamination in existing vineyards
or fields or that we will succeed in preventing contamination in our existing vineyards or future vineyards we may acquire. Future government
restrictions regarding the use of certain materials used in growing grapes or other agricultural raw materials may increase vineyard
costs and/or reduce production of grapes or other crops. Growing agricultural raw materials also requires adequate water supplies. A
substantial reduction in water supplies could result in material losses of grape crops and vines or other crops, which could lead to
a shortage of our product supply.

 Contamination
could adversely affect our sales.

 The
success of our brands depends upon the positive image that consumers have of those brands. Contamination, whether arising accidentally
or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could adversely
affect their sales. Contaminants in raw materials, packaging materials or product components purchased from third parties and used in
the production of our wine or defects in the fermentation or distillation process could lead to low beverage quality as (i) a perceived
failure to maintain high ethical, social and environmental standards for all of our operations and activities; (ii) a perceived failure
to address concerns relating to the quality, safety or integrity of our products; our environmental impact, including use of agricultural
materials, packaging, water and energy use, and waste management; or (iii) effects that are perceived as insufficient to promote the
responsible use of alcohol.

Group, Inc.

 (e-commerce,
fashion & leather accessories brand)

Group, Inc. ("GGI") has a limited operating history and we may not recognize any significant revenue from the Gaucho –
Buenos Aires line of business in the future.

 GGI
operates as a business segment subject to all the risks inherent in a newly established business venture. GGI began operations as an
online retail store in 2019 with few assets and a limited operating history. The flagship store opened in Miami in June 2022 and even
though sales have increased consistently, the store is still operating with losses from inception through December 31, 2023. Our projections
for its growth have been developed internally and may not prove to be accurate. As such, there is a substantial risk regarding GGI's
ability to succeed and the risk that neither we nor GGI will recognize revenue in the future from the Gaucho – Buenos Aires
line of business.

 The
markets in which GGI operates and plans to operate are highly competitive, and such competition could cause its business to be unsuccessful.

 We
expect GGI to face intense competition for its Argentine-sourced and designed products. There are many companies around the world that
produce similar high-end products, though not necessarily with the Gaucho style that we plan to incorporate into GGI's products.
However, whether or not consumers find our products superior or more desirable than other high-end producers, including many branded
products with established worldwide reputations and brands, such as Coach, Ralph Lauren, Herm s, Louis Vuitton, Gucci, Prada,
Kate Spade and Calvin Klein, cannot yet be determined. In addition, GGI faces competition through third party distribution channels,
such as e-commerce, department stores and specialty stores.

is based on a number of factors, including, without limitation, the following:

 Anticipating
 and responding to changing consumer demands in a timely manner

 Establishing
 and maintaining favorable brand-name recognition

 Determining
 and maintaining product quality

 Maintaining
 and growing market share

 Developing
 quality and differentiated products that appeal to consumers

 Establishing
 and maintaining acceptable relationships with retail customers

 Pricing
 products appropriately

 Providing
 appropriate service and support to retailers

 Optimizing
 retail and supply chain capabilities

 Protecting
 intellectual property

 In
addition, many of GGI's anticipated competitors will be significantly larger and more diversified than it and will likely have
significantly greater financial, technological, manufacturing, sales, marketing and distribution resources than it does. Their greater
capabilities in these areas may enable them to better withstand periodic downturns in the high-end product sector in which GGI plans
to compete. They may also be able to compete more effectively on the basis of price and production, and to develop new products more
quickly. The general availability of manufacturing contractors and agents also allows new entrants easy access to the markets in which
GGI competes, which may increase the number of its competitors and adversely affect its competitive position and its business. Any increased
competition, or GGI's or our failure to adequately address any of these competitive factors, could result in the ability to generate
significant revenues, which could adversely affect our business, results of operations and financial condition.

 If
we or GGI are unable to continue to compete effectively on any of the factors mentioned above, GGI may never be able to generate operating
profits and our business, financial condition and results of operations would be adversely affected.

 Our
business is subject to risks associated with importing products, and the imposition of additional duties and any changes to international
trade agreements could have a material adverse effect on our business, results of operations and financial condition.

 There
are risks inherent to importing our products. We anticipate that virtually all of our products will be manufactured in Argentina and
thus could be subject to duties when imported into the United States, Canada, Europe and Asia, as applicable. Furthermore, if the United
States imposes import duties or other protective import measures, other countries could retaliate in ways that could harm the international
distribution of our products.

 We
may not be able to protect our intellectual property rights, which may cause us to incur significant costs.

 The
success of our future business will in part be dependent on intellectual property rights. We rely primarily on copyright, trade secret
and trademark law to protect our intellectual property. For example, the process for obtaining federal trademark registration of our
service mark "Gaucho—Buenos Aires " was completed and the service mark was registered on April 28, 2020. However,
a third party may copy or otherwise obtain and use our proprietary information without our authorization. Policing unauthorized use of
our intellectual property is difficult, particularly in light of the global nature of the Internet and because the laws of other countries
may afford us little or no effective protection of our intellectual property. Potentially expensive litigation may be necessary in the
future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary
rights of others or to defend against claims of infringement or invalidity.

 Privacy
breaches and other cyber security risks related to our business could negatively affect our reputation, credibility and business.

 We
are likely to be dependent on information technology systems and networks for a significant portion of our direct-to-consumer sales,
including our e-commerce sites and retail business credit card transaction authorization and processing. We are responsible for storing
data relating to our customers and employees and also rely on third party vendors for the storage, processing and transmission of personal
and Company information. In addition to taking the necessary precautions ourselves, we require that third-party service providers implement
reasonable security measures to protect our employees' and customers' identity and privacy. We do not, however, control these
third-party service providers and cannot guarantee that no electronic or physical computer break-ins or security breaches will occur
in the future. Our systems and technology are vulnerable from time-to-time to damage, disruption or interruption from, among other things,
physical damage, natural disasters, inadequate system capacity, system issues, security breaches, "hackers," email blocking
lists, computer viruses, power outages and other failures or disruptions outside of our control. A significant breach of customer, employee
or Company data could damage our reputation, our relationship with customers and our brands, and could result in lost sales, sizable
fines, significant breach-notification costs and lawsuits, as well as adversely affect our results of operations. We may also incur additional
costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and
privacy threats, or to comply with state, federal and international laws that may be enacted to address those threats.

 We
may not be able to accurately predict consumer trends and preferences and our estimate of the size of the market may prove to be inaccurate.

 Success
in creating demand is dependent on GGI's ability to continue to accurately predict consumer trends and preferences. If consumer
tastes do not coincide with GGI's product offerings, it could materially affect demand, having an adverse impact on our operations.

 It
is difficult to estimate the size of the market and predict the rate at which the market for our products will grow, if at all. While
our market size estimate was made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate
may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future growth may be
less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

 Additionally,
we hope to enter new markets in which we may have limited or no operating experience. There can be no assurance that we will be able
to achieve success and/or profitability in our new markets. The success of these new markets will be affected by the different competitive
conditions, consumer tastes, and discretionary spending patterns within the new markets, as well as by our ability to generate market
awareness of GGI's Gaucho Group brand. When we enter highly competitive new markets or territories in which we have not yet established
a market presence, the realization of our revenue targets and desired profit margins may be more susceptible to volatility and/or more
prolonged than anticipated.

 Labor
laws and regulations may adversely affect the Company.

 Various
labor laws and regulations govern operations and relationships with employees, including minimum wages, breaks, overtime, fringe benefits,
safety, working conditions and citizenship requirements. Changes in, or any failure to comply with, these laws and regulations could
subject the Company to fines or legal actions. Settlements or judgments that are not insured or in excess of coverage limitations could
also have a material adverse effect on the Company's business. This could result in a disruption in the work force, sanctions and
adverse publicity. Significant government-imposed increases in minimum wages, paid or unpaid leaves of absence and mandated health benefits
could be detrimental to the Company's profitability.

 The
employees of TAR and AWE are members of a labor unions in Argentina. The terms of any collective bargaining agreement(s) could result
in increased labor costs. In addition, any failure to negotiate an agreement in a timely manner could result in an interruption of operations,
which would materially and adversely affect the business, results of operations and its financial condition.

 GGI
relies on its suppliers to maintain consistent quality for our products.

 The
ability of GGI to maintain consistent quality depends in part upon its ability to acquire quality materials needed for its products from
reliable sources in accordance with certain specifications, at certain prices, and in sufficient quantities. As such, GGI is and will
likely continue to be dependent on its suppliers. This presents possible risks of shortages, interruptions and price fluctuations. If
any suppliers do not perform adequately or otherwise fail to distribute products or supplies required for our business, management may
not be able to replace the suppliers in a short period of time on acceptable terms. The inability to replace suppliers in a short period
of time on acceptable terms could increase costs and could cause shortages of product that may force management to remove certain items
from GGI's product offerings.

 Risks
of Being an Emerging Growth Company

 We
are an "emerging growth company" and our election of reduced reporting requirements applicable to emerging growth companies
may make our common stock less attractive to investors.

 We
are an "emerging growth company" as defined in the JOBS Act. For as long as we continue to be an emerging growth company,
we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, or Section 404, (2) reduced disclosure obligations regarding executive compensation in this annual report and our periodic reports
and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to
provide two years of audited financial statements and two years of selected financial data in this annual report. We could be an emerging
growth company until February 19, 2026, although circumstances could cause us to lose that status earlier, including if we are deemed
to be a "large accelerated filer," which occurs when the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the prior June 30, or if we have total annual gross revenue of $1.07 billion or more during any fiscal year
before that time, in which cases we would no longer be an emerging growth company as of the following December 31, or if we issue more
than $1.0 billion in non-convertible debt during any three-year period before that time, in which case we would no longer be an emerging
growth company immediately. Even after we no longer qualify as an emerging growth company, we could still qualify as a "smaller
reporting company," which would allow us to take advantage of many of the same exemptions from disclosure requirements including:
(1) the reduced disclosure obligations regarding executive compensation, and (2) being required to provide only two years of audited
financial statements.

Corporate Business Considerations

 Insiders
continue to have substantial control over the Company.

 As
of April 26, 2024, the Company's directors, executive officers, and 10%+ holders have the current right to vote approximately
45.1% of the Company's outstanding common stock. Of this total, 43.7% is owned or controlled, directly or indirectly by three
individuals. As a result, these individuals acting together, may have the ability to exert significant control over the
Company's decisions and control the management and affairs of the Company, and also to determine the outcome of matters
submitted to stockholders for approval, including the election and removal of a director, the removal of any officer and any merger,
consolidation or sale of all or substantially all of the Company's assets. Accordingly, this concentration of ownership may
harm a future market price of the shares by:

 Delaying,
 deferring or preventing a change in control of the Company;

 Impeding
 a merger, consolidation, takeover or other business combination involving the Company; or

 Discouraging
 a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.

 The
loss of our Chairman, President and Chief Executive Officer could adversely affect the Company's businesses.

 We
depend on the continued performance of Scott Mathis, our Chairman, President and Chief Executive Officer, who has contributed significantly
to the expertise of our team and the position of our business. If we lose the services of Mr. Mathis, and are unable to locate a suitable
replacement in a timely manner, it could have a material adverse effect on our business. We currently hold key man life insurance for
Mr. Mathis the benefit of the Company.

 We
may incur losses and liabilities in the course of business which could prove costly to defend or resolve.

 Companies
that operate in one or more of the businesses that we operate face significant legal risks. There is a risk that we could become involved
in litigation wherein an adverse result could have a material adverse effect on our business and our financial condition. There is a
risk of litigation generally in conducting a commercial business. These risks often may be difficult to assess or quantify and their
existence and magnitude often remain unknown for substantial periods of time. We may incur significant legal expenses in defending against
litigation.

 The
Company is dependent upon additional financing which it may not be able to secure in the future.

 As
it has in the past, the Company will likely continue to require financing to address its working capital needs, continue its development
efforts, support business operations, fund possible continuing operating losses, and respond to unanticipated capital requirements. For
example, the continuing development of the Algodon Wine Estates project requires significant ongoing capital expenditures as well as
the investment in GGI's line of luxury goods. There can be no assurance that additional financing or capital will be available
and, if available, upon acceptable terms and conditions, considering the economic climate of the market.

 To
the extent that any required additional financing is not available on acceptable terms, the Company's ability to continue in business
may be jeopardized and the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until
sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
Such a plan could have a material adverse effect on the Company's business, financial condition and results of operations, and
ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy.

 The
Company may not pay dividends on its common stock.

 The
Company has not paid dividends to date on its common stock. The Company does not contemplate or anticipate declaring or paying any dividends
with respect to its common stock. Due to the continuing devaluation of the peso, the Company has concluded in that it must still tread
cautiously and manage its available cash resources prudently and the decisions were made to not declare any additional cash dividends
with respect to its common stock.

 The
Company reserves the right to declare dividends when operations merit. However, payments of any cash dividends in the future will depend
on our financial condition, results of operations, and capital requirements as well as other factors deemed relevant by our board of
directors. It is anticipated that earnings, if any, will be used to finance the development and expansion of the Company's business.

 The
Chief Executive Officer and the Chief Financial Officer of GGH are also involved in outside businesses which may affect their ability
to fully devote their time to the Company.

 Scott
Mathis, Chairman of the Board of Directors of GGH, Chief Executive Officer, President and Treasurer of GGH is also the Chairman and Chief
Executive Officer of Hollywood Burger Holdings, Inc., a private company he founded which is developing Hollywood-themed fast food restaurants
in the United States. His duties as CEO of Hollywood Burger Holdings, Inc. consume less than 10% of his time, but which may interfere
with Mr. Mathis' duties as the CEO of GGH.

 In
addition, Maria Echevarria, Chief Financial Officer and Chief Operating Officer of GGH also serves as the Chief Financial Officer of
Hollywood Burger Holdings, Inc. Ms. Echevarria's duties as CFO of Hollywood Burger Holdings Inc. consume approximately 10% of her
time, which may interfere with her duties as the CFO of GGH.

 The
Company's officers and directors are indemnified against certain conduct that may prove costly to defend.

 The
Company may have to spend significant resources indemnifying its officers and directors or paying for damages caused by their conduct.
The Company's amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation"), exculpates
the Board of Directors and its affiliates from certain liability, and the Company has procured directors' and officers' liability
insurance to reduce the potential exposure to the Company in the event damages result from certain types of potential misconduct. Furthermore,
the General Corporation Law of the State of Delaware (the "DGCL") provides for broad indemnification by corporations of their
officers and directors, and the Company's Certificate of Incorporation implement this indemnification to the fullest extent permitted
under applicable law as it currently exists or as it may be amended in the future. Consequently, subject to the applicable provisions
of the DGCL and to certain limited exceptions in the Certificate of Incorporation, the Company's officers and directors will not
be liable to the Company or to its stockholders for monetary damages resulting from their conduct as an officer or director.

 Our
bylaws designate the federal and state courts of the State of Delaware as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial
forum for disputes with us or our directors, officers or employees.

 Our
bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal and state courts of the State
of Delaware are the exclusive forum for certain types of actions and proceedings, not including claims under the federal securities laws
such as the Securities Act or the Exchange Act, that may be initiated by our stockholders with respect to our company and our directors.
This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that the stockholder believes
is favorable for disputes with us or our directors, which may discourage meritorious claims from being asserted against us and our directors.
Alternatively, if a court were to find this provision of our charter inapplicable to, or unenforceable in respect of, one or more of
the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,
which could adversely affect our business, financial condition or results of operations.

 Our
financial controls and procedures may not be sufficient to accurately or timely report our financial condition or results of operations,
which may adversely affect investor confidence in us and, as a result, the value of our common stock.

 As
a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal controls. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control
over financial reporting and provide a management report on internal control over financial reporting.

 The
effectiveness of our controls and procedures may in the future be limited by a variety of factors, including:

 faulty
 human judgments and simple errors, omissions or mistakes;

 fraudulent
 actions of an individual or collusion of two or more people;

 inappropriate
 management override of procedures; and

 the
 possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.

has concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to ineffective
controls over information technology, the lack of segregation of duties resulting from our small size, and lack of testing of the
operating effectiveness of the controls. If we are unable to comply with the requirements of Section 404 in a timely manner, and if
we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the
accuracy and completeness of our financial reports and the market price of our common stock could be adversely affected, and we
could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory
authorities, which could require additional financial and management resources.

 Although
we qualify as an emerging growth company, we also qualify as a smaller reporting company and under the smaller reporting company rules
we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations
and financial prospects.

 Currently,
we qualify as both a "smaller reporting company" and an "emerging growth company" as defined by Rule 12b-2 of
the Exchange Act. However, we have elected to provide disclosure under the smaller reporting company rules and therefore we are able
to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our
filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently,
it may be more challenging for investors to analyze our results of operations and financial prospects.

 Furthermore,
we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation
of management's assessment of internal control over financial reporting, which is generally required for SEC reporting companies
under Section 404(b) of the Sarbanes-Oxley Act. Because we are not required to, and have not, had our auditors provide an attestation
of our management's assessment of internal control over financial reporting, a material weakness in internal controls may remain
undetected for a longer period.

 Compliance
with public reporting requirements affects the Company's financial resources.

 The
Company is subject to certain public reporting obligations as required by federal securities laws, regulations and agencies. The compliance
with such reporting requirements will require the company to incur significant legal, accounting and other administrative expenses. Additionally,
because the Company's stock is now trading on Nasdaq, the Company is subject to additional rules and disclosure obligations as
required by Nasdaq, increasing compliance expenses further. The expenses the Company may incur will have a significant impact on the
Company's financial resources and may lead to a decrease in the value and price of our common stock.

 In
the event that our common stock is delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares
of our common stock because they may be considered penny stocks and thus be subject to the penny stock rules.

 The
SEC has adopted a number of rules to regulate "penny stock" that restricts transactions involving stock which is deemed to
be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These
rules may have the effect of reducing the liquidity of penny stocks. "Penny stocks" generally are equity securities with
a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if
current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares
of common stock have in the past constituted, and may again in the future constitute, "penny stock" within the meaning of
the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers
from effecting transactions in shares of our common stock, which could severely limit the market liquidity of such shares of common stock
and impede their sale in the secondary market. A U.S. broker-dealer selling penny stock to anyone other than an established customer
or "accredited investor" (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive
the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.
In addition, the "penny stock" regulations require the U.S. broker-dealer to deliver, prior to any transaction involving
a "penny stock", a disclosure schedule prepared in accordance with SEC standards relating to the "penny stock"
market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions
payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer
is required to submit monthly statements disclosing recent price information with respect to the "penny stock" held in a
customer's account and information with respect to the limited market in "penny stocks".

 Stockholders
should be aware that, according to the SEC, the market for "penny stocks" has suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be In a
position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being established with respect to our securities.

 Stockholders
may experience future dilution as a result of future debt or equity offerings.

 In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock that could result in further dilution to investors or result in downward pressure on the price of
our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to
take certain actions, such as incurring debt, making capital expenditures or declaring dividends. We may sell shares of our common stock
or other securities in other offerings at prices that are higher or lower than the prices previously paid by investors, and investors
purchasing shares or other securities in the future could have rights superior to existing stockholders.

 Raising
additional funds through debt or equity financing could be dilutive and may cause the market price of our common stock to decline. We
still may need to raise additional funding which may not be available on acceptable terms, or at all. Failure to obtain additional capital
may force us to delay, limit, or terminate our product development efforts or other operations.

 To
the extent that we raise additional capital through the sale of equity, convertible debt securities or draw-downs under our equity line
of credit, current ownership interests may be diluted, and the terms of these securities may include liquidation or other preferences
that adversely affect the rights of our stockholders. Furthermore, any additional fundraising efforts may divert our management from
their day-to-day activities, which may adversely affect our ability to develop and commercialize our products. We could utilize our available
capital resources sooner than we currently expect. We may continue to seek funds through equity or debt financings, collaborative or
other arrangements with corporate sources, or through other sources of financing. Additional funding may not be available to us on acceptable
terms, or at all. Any failure to raise capital as and when needed, as a result of insufficient authorized shares or otherwise, could
have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.

 There
is no public market for our warrants.

 There
is no established public trading market for our warrants, and we do not expect a market to develop. In addition, we do not intend to
apply to list such warrants on any national securities exchange or other nationally recognized trading system, including Nasdaq. Without
an active market, the liquidity of such warrants will be limited.

 Holders
of the warrants will not have rights of holders of our shares of common stock until such warrants are exercised.

 Our
warrants do not confer any rights of share ownership on their holders, but rather merely represent the right to acquire shares of our
common stock at a fixed price. Until holders of warrants acquire shares of our common stock upon exercise of the warrants, holders of
warrants will have no rights with respect to our shares of common stock underlying such warrants.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Risk
Management and Strategy

 The
Company's information security program consists of various processes designed to ensure that the Company and its electronic assets
are shielded from cyber events that may compromise the Company's ability to successfully execute its business on a day-to-day basis.
These processes cover areas such as, but not limited to, risk management, access control, anti-virus management, sensitive data management,
electronic communication, risk/security reporting, incident response planning and business continuation planning. Our Information Security
Team is comprised of our Chief Financial Officer, Ambassador—Director of Marketing, Accounting Manager, and Accounting Support.
It is responsible for (i) administering the Company's policies and procedures in conjunction with our third-party information technology
provider, Fairdinkum ("IT Provider"); (ii) distributing our policies to employees and consultants and providing training; (iii) responding
to employee or consultant inquiries regarding our policies; (iv) overseeing our cybersecurity program and leading incident response efforts;
(v) monitoring for cybersecurity-related legal or regulatory developments; coordinating with management, our IT Provider and /or legal
counsel to discuss cybersecurity-related issues or topics; and (vi) reviewing and updating our policies as necessary and on an annual
basis.

 The
Information Security Team carries out risk management primarily by outsourcing risks to those companies and agencies that specialize
in handling such risks and that have the appropriate resources to do so. Our IT Provider has more than 20 years of experience in the
latest technologies, experiences in a variety of network configurations. The IT Provider also has the ability to analyze
cybersecurity presence and technology processes to provide reports as needed. The IT Provider currently manages and monitors
our network, configures systems and controls, provides assistance and support during an incident and detects threats through
antivirus scans, firewalls and base level spam filters. The Information Security Team meets quarterly with our IT Provider and notifies our IT Provider in real time of any
major issues. The Information Security Team has engaged Drawbridge in the past for annual testing.

 Governance

is ultimately responsible for assessing and managing the Company's cybersecurity risk. The information security program is overseen
by the Chief Financial Officer. The Audit Committee of the Board is then briefed each quarter on the occurrence of any cybersecurity
incidents. The Board will also be provided an overview of the information security program on an annual basis, including updates on the
IT team, IT training, implementation of IT controls, cybersecurity testing, the incident response process and the cybersecurity assets
of the Company.

 In
the last fiscal year, we have not identified any risks from known cybersecurity threats that have materially affected the Company or
our financial position, results of operations and/or cash flows. We continue to invest in cybersecurity and the resiliency of our networks
and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information
they contain. For more information regarding the risks we face from cybersecurity threats, please see "Risk Factors."

 ITEM
2. PROPERTIES

 GGH
and its operating subsidiaries currently operate out of the retail space located at 112 N.E. 41 st Street, Suite 106, in Miami,
Florida to sell its Gaucho – Buenos Aires products. On April 8, 2021, GGI entered into a seven-year lease for approximately
1,530 square feet.

 The
Algodon – Recoleta, SRL ("TAR") owns a hotel in the Recoleta section of Buenos Aires called Algodon Mansion, located
at 1647 Montevideo Street. The hotel is approximately 20,000 square feet and has ten suites, a restaurant, a dining room, and a luxury
spa and pool.

Wine Estates owns and operates a resort property located Ruta Nacional 144 Km 674, Cuadro Benegas, San Rafael (5603) in Argentina which
consists of 4,138 acres. The property has a winery, 9-hole golf course (the remaining 9 of 18 holes to be developed in 2024), tennis
courts, dining and a hotel.

 On
February 3, 2022, the Company, through IPG and AWE, acquired 100% of Gaucho Development S.R.L. ("GD"), f/k/a Hollywood Burger
Argentina, S.R.L., via a stock purchase agreement dated February 3, 2022 in exchange for 106,952 shares of common stock (approximately
$2.4 million) issued to Hollywood Burger Holdings, Inc. GD holds the following properties:

 on Avenida Hip lito Yrigoyen, the main thoroughfare in downtown San Rafael, Mendoza, with a lot size of approximately 48,050
 square feet (approximately 1.1 acres), and the traffic it receives during the lunch hour during the week and on weekend nights. A
 significant area of the property also serves as a parking lot. For many businesses in Argentine cities, parking is a rare commodity,
 both culturally and economically. This location had approximately 80 parking spaces at last count. The Company leases this property
 through a leasing agreement with Mostaza Group ( which expires in September 2031. The agreed monthly
 rent amount will be ARS 405,000 (VAT included). The rent amount is to be adjusted by inflation every 6 months, taking in consideration
 the inflation rates calculated by two private consulting firms.

 located in C rdoba, Argentina on Recta Martinolli Avenue, a central avenue in a densely populated upscale neighborhood of
 the west side of the city. The avenue sees a high concentration of traffic both day and night and is the main thoroughfare enroute
 to a number of cultural destinations such as public schools, rugby and soccer athletic clubs, tennis and golf clubs, supermarkets,
 bars and nightlife, country clubs, and offices. The lot is located in a prime area for development (such as retail, caf and
 medical center). This unique piece of real estate, which takes up and entire city block, is accessible from the four streets surrounding
 the block.

 ITEM
3. LEGAL PROCEEDINGS

 On
February 16, 2024, the Company filed a complaint in the United States District Court for the District of Delaware alleging 3i, LP, 3i
Management LLC, and Maier Joshua Tarlow engaged in an unlawful securities transaction with the Company as an unregistered dealer under
U.S. securities laws.

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

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our
common stock is presently quoted on Nasdaq effective as of February 16, 2021, and the common stock commenced trading on Nasdaq
effective as of February 17, 2021 under the symbol "VINO". On April 26, 2024, the closing bid price of our common stock on
the Nasdaq was $0.586 per share.

 The
Company effected the following reverse stock splits: (i) on February 16, 2021, the Company effected a 1-for-15 reverse stock split of
the Company's common stock; (ii) on November 4, 2022, the Company effected a further 1-for-12 reverse stock split of the common
stock; and (iii) on September 25, 2023, the Company effected a further 1-for-10 reverse stock split of the common stock (the "Reverse
Stock Splits"). All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Splits
for all periods presented prior to February 16, 2021, November 4, 2022, and September 25, 2023, unless otherwise indicated. The following
table sets forth the range of high and low bids on a post-split basis as reported on the Nasdaq Capital Market from February 17, 2021
through December 31, 2023. The prices reflect inter-dealer prices, do not include retail mark-ups, markdowns or commissions, and may
not necessarily reflect actual transactions.

 Fiscal Year
 2023

 High

 Low

 First Quarter

 $
 54.00

 $
 9.30

 Second Quarter

 $
 11.50

 $
 5.50

 Third Quarter

 $
 6.60

 $
 1.85

 Fourth Quarter

 $
 2.21

 $
 0.47

 Fiscal Year
 2022

 High

 Low

 First Quarter

 $
 309.60

 $
 158.40

 Second Quarter

 $
 333.60

 $
 72.00

 Third Quarter

 $
 76.00

 $
 24.00

 Fourth Quarter

 $
 36.10

 $
 10.20

 The
Company has not declared any dividends with respect to its common stock.

 There
were approximately 738 holders of record of the Company's common stock as of April 19, 2024.

Authorized for Issuance Under Equity Compensation Plans

 The
following table sets forth securities authorized for issuance under equity compensation plans as of December 31, 2023:

 Plan
 category

 of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average
 exercise price of outstanding options, warrants and rights

 of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

 (a)

 (b)

 (c)

 compensation plans approved by security holders:

 2016
 Plan

 -

 -

 -

 2018
 Plan

 2,804

 741.67

 16,453

 compensation plans not approved by security holders

 -

 -

 -

 Total

 2,804

 741.67

 16,453

 Recent
Sales of Unregistered Securities.

 The
following is a summary of all securities that we have sold in the last year, since January 1, 2023 without registration under the Securities
Act of 1933, as amended (the "Securities Act").

Promissory Note

 As
previously reported on our Annual Report on Form 10-K filed on April 17, 2023, the Company and certain investors (the "Holders")
entered into that certain Securities Purchase Agreement, dated as of November 3, 2021 (the "2021 SPA") and the Company issued
to the Holders certain senior secured convertible notes in the aggregate original principal amount of $6,480,000 (each, a "2021
Note" and together with the 2021 SPA, the "2021 Note Documents").

 On
February 2, 2023, the Company and the Holders entered into a fourth letter agreement (the "Letter Agreement #4") pursuant
to which the parties agreed to reduce the Conversion Price of the 2021 Notes to the lower of: (i) the Closing Sale Price on the Trading
Day immediately preceding the Conversion Date; and (ii) the average Closing Sale Price of the common stock for the five Trading Days
immediately preceding the Conversion Date, beginning on the Trading Day of February 3, 2023. Any conversion which occurs shall be voluntary
at the election of the Holder. All terms not defined herein refer to the defined terms in the 2021 Note Documents, as amended.

 On
February 8, 2023, the Company and the Holders entered into a fifth letter agreement (the "Letter Agreement #5") pursuant
to which the parties agreed to extend the Maturity Date of the 2021 Notes from February 9, 2023 to February 28, 2023. The Conversion
Amount and all outstanding Amortization Amounts and Amortization Redemption Amounts (as defined in the Notes) shall be due and payable
in full on the Maturity Date or such earlier date as any such amount shall become due and payable pursuant to the other terms of the
2021 Note and/or the Letter Agreement #5. All terms not defined herein refer to the defined terms in the 2021 Note Documents, as amended.

 On
February 20, 2023, the Company entered into an exchange agreement (the "Exchange Agreement #4") with the Holders in order
to amend certain provisions of the 2021 Note Documents, as amended and exchange (the "Exchange" or the "Transaction")
$100 in aggregate principal amount of each of the Notes, on the basis and subject to the terms and conditions set forth in the Exchange
Agreement, for warrants to purchase up to an aggregate of 15,000 shares of the Company's common stock at an exercise price of $10.00
(the "Warrants" and with respect to the common stock issuable, the "Warrant Shares") (subject to customary adjustment
upon subdivision or combination of the common stock).

 The
Warrants are immediately exercisable and may be exercised at any time, and from time to time, on or before the second anniversary of
the date of issuance. The Warrants include a "blocker" provision that, subject to certain exceptions described in the Warrants,
prevents the Investors from exercising the Warrants to the extent such exercise would result in the Investors together with certain affiliates
beneficially owning in excess of 4.99% of the common stock outstanding immediately after giving effect to such exercise.

 For
the full description of the 2021 Note Documents, please refer to our Current Reports on Forms 8-K and the exhibits attached thereto as
filed with the SEC on November 8, 2021, March 1, 2022, May 2, 2022, May 13, 2022, July 5, 2022, September 23, 2022, December 1, 2022,
February 3, 2023, February 8, 2023, and February 21, 2023 and our Annual Report on Form 10-K as filed with the SEC on April 17, 2023.

2023 and pursuant to the 2021 Note Documents, investors converted the following amounts of principal of the 2021 Notes: (i) on
February 3, 2023, one investor converted a total of $859,167 of principal, interest and premium owed on the 2021 Notes and the
Company issued 41,667 shares of common stock upon conversion; (ii) on February 6, 2023, certain investors converted a total of
$206,843 of principal and interest owed on the 2021 Notes and the Company issued 8,625 shares of common stock upon conversion; (iii) on February 13,
2022, certain investors converted a total of $359,950 of principal and interest of the 2021 Notes and the Company issued 23,000
shares of common stock upon conversion; and on (iv) on February 15, 2023, certain investors converted a total of $145,593 of
principal and interest of the 2021 Notes and the Company issued 10,042 shares of common stock upon conversion.

 The
shares of common stock that have been and may be issued under the 2021 Note Documents, as amended, are being offered and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and/or Rule 506(b) of Regulation
D thereunder. The Company filed a Form D with the SEC on or about November 9, 2021.

 On
February 21, 2023, the Company used the proceeds from the 2023 Purchase Agreement (as defined below) to repay all principal, interest,
and fees of $905,428 owing under the 2021 Notes. Upon repayment in full, the 2021 Note Documents were terminated on February 21, 2023.

 2023
Convertible Note

 On
February 21, 2023, the Company entered into a Securities Purchase Agreement (the "2023 Purchase Agreement") with an institutional
investor (the "Initial Closing"), pursuant to which the Company will sell to the investor a series of senior secured convertible
notes of the Company in the aggregate original principal amount of $5,617,978 with an original issue discount of 11% (the "2023
Note"), and a series of common stock purchase warrants of the Company, which warrants shall be exercisable into an aggregate of
337,710 shares of common stock of the Company for a term of three years (the "2023 Warrants"). The Company received $5,000,000
in proceeds after the original issue discount of 11% on the principal. The 2023 Purchase Agreement, ancillary agreements, 2023 Note and
2023 Warrants are referred to herein as the "2023 Note Documents".

 The
2023 Note is convertible into shares of common stock of the Company at a conversion price of $13.40 (subject to adjustment and a floor
price of $2.70). The 2023 Note is due and payable on the first anniversary of the Issuance Date and bear interest at a rate of 7% per
annum (increasing to 18% upon and event of default), which shall be payable either in cash monthly or by way of inclusion of the interest
in the Conversion Amount on each Conversion Date (as defined in the 2023 Note). The investor is entitled to convert any portion of the
outstanding and unpaid Conversion Amount (as defined in the 2023 Note) at any time or times after the Issuance Date, but we may not effect
the conversion of any portion of the 2023 Note if it would result in any of the investor beneficially owning more than 4.99% of the common
stock.

 The
investor also has an option to enter into an additional promissory note for $5,617,978 and warrants to purchase 337,710 shares of common
stock, or if certain equity condition are met, the Company may exercise that option (the "Second Closing") on the same terms
as the Initial Closing. The maximum amount of the 2023 Note therefore, would be $11,235,956 with total 2023 Warrants to purchase 675,420
shares of common stock.

 Under
the applicable rules of The Nasdaq Stock Market LLC ("Nasdaq"), in no event may we issue any shares of common stock upon
conversion of the 2023 Note or otherwise pursuant to the terms of the 2023 Note if the issuance of such shares of common stock would
exceed 19.99% of the shares of the common stock outstanding immediately prior to the execution of the 2023 Purchase Agreement and the
2023 Note and 2023 Warrants (the "Exchange Cap"), unless we (i) obtain stockholder approval to issue shares of common stock
in excess of the Exchange Cap or (ii) obtain a written opinion from our counsel that such approval is not required. In any event, we
may not issue any shares of our common under the 2023 Purchase Agreement or 2023 Note if such issuance or sale would breach any applicable
rules or regulations of the Nasdaq.

 The
2023 Note will rank senior to all outstanding and future indebtedness of the Company and its subsidiaries, and will be secured by (i)
a security interest in all of the existing and future assets of the Company, as evidenced by the Security and Pledge Agreement entered
into between the Company and the investor (the "2023 Security Agreement"; and (ii) a pledge of shares of common stock of
the Company held by Scott L. Mathis, President and CEO of the Company, and other entities managed by him, as evidenced by the stockholder
pledge agreements entered into between the Company, Mr. Mathis and his entities, and the investor.

 In
connection with the foregoing, the Company also entered into a Registration Rights Agreement with the investor (the "2023 Registration
Rights Agreement"), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable
Securities (as defined in the 2023 Registration Rights Agreement) under the Securities Act of 1933 (the "1933 Act") and the
rules and regulation promulgated thereunder, and applicable state securities laws. The 2023 Purchase Agreement and the 2023 Registration
Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations,
warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely
for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

 EF
Hutton, division of Benchmark Investments, Inc. ("EF Hutton") acted as the exclusive placement agent in connection with the
transactions contemplated by the Purchase Agreement, for which the Company will pay to EF Hutton a cash placement fee equal to 6.0% of
the amount of capital raised, invested or committed under the 2023 Purchase Agreement and 2023 Note.

 The
shares of common stock that have been and may be issued under the 2023 Note Documents are being offered and sold in a transaction exempt
from registration under the 1933 Act, in reliance on Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. The investor
represented that it is an "accredited investor," as defined in Regulation D, and are acquiring such shares under the 2023
Purchase Agreement for investment purposes only and not with a view towards, or for resale in connection with, the public sale or distribution
thereof. Accordingly, the shares of common stock that have been and may be issued to the investor under the 2023 Purchase Agreement have
not been registered under the 1933 Act or any applicable state securities laws and may not be offered or sold in the United States absent
registration or an exemption from registration under the 1933 Act and any applicable state securities laws. The Company filed a Form
D with the SEC on March 3, 2023.

 On
February 21, 2023, the Company used the proceeds from the 2023 Purchase Agreement to repay all principal, interest, and fees of $905,428
owing under the 2021 Notes. Upon repayment in full, the 2021 Note Documents were terminated on February 21, 2023.

 On
May 1, 2023, at the election of 3i, $177,570 of principal and $12,430 of interest owed on the 2023 Note was converted into 24,676 shares
of common stock at a conversion price of $7.70 per share.

 On
May 4, 2023, at the election of 3i, $177,570 of principal and $12,430 of interest owed on the 2023 Note was converted into 24,392 shares
of common stock at a conversion price of $7.79 per share.

 On
May 5, 2023, at the election of 3i, $88,785 of principal and $6,215 of interest owed on the 2023 Note was converted into 12,196 shares
of common stock at a conversion price of $7.79 per share.

 On
May 21, 2023, an Event of Default occurred with respect to the 2023 Note. As a result, on August 11, 2023, the Company and 3i entered
into an agreement (the "Letter Agreement") pursuant to which, among other things: (i) 3i agreed to forbear from issuing an
Event of Default Notice and Event of Default Redemption Notice; (ii) 3i waived the requirement in the Note to pay Interest on the 2023
Note monthly in cash for a certain period of time; (iii) 3i agreed to waive application of the Default Rate in the 2023 Note for a certain
period of time; (iv) 3i agreed to waive the requirement in the 2023 Note for the Company to prepay, redeem, or convert one quarter of
the initial Principal and Interest on the 2023 Note by each three (3) month anniversary of the Issuance Date for a certain period of
time; (v) the Company adjusted the exercise price of the Warrant from $13.40 to $4.50; (vi) 3i may continue to convert the 2023 Note
at the Alternate Conversion Price or at $4.50; (vii) 3i agreed to waive certain requirements under the 2023 Note Documents with respect
to the private placement of units on September 15, 2023.

 On
June 27, 2023, at the election of 3i, a total of $80,000 of principal, $7,179 of interest and $13,077 of premium owed on the 2023 Note
was converted into 21,614 shares of common stock at a conversion price of $4.64 per share.

 On
July 3, 2023, at the election of the Holder, a total of $120,000 of principal, $9,980 of interest, and $19,497 of premium owed on the
2023 Note was converted into 32,943 shares of common stock of the Company at a conversion price of $4.54 per share.

 On
August 30, 2023, at the election of the Holder, a total of $73,141 of principal, $5,120 of interest and $11,739 of premium owed on the
2023 Note was converted into 32,300 shares of common stock of the Company at a conversion price of $2.79 per share.

 On
September 26, 2023, at the election of the Holder, a total of $73,141 of principal, $5,120 of interest and $11,739 of premium owed on
the 2023 Note was converted into 33,335 shares of common stock of the Company at a conversion price of $2.70 per share and the Company
recorded a cash true up liability in the amount of $20,900.

 On
September 27, 2023, at the election of the Holder, a total of $292,564 of principal, $20,479 of interest and $46,957 of premium owed
on the 2023 Note was converted into 133,334 shares of common stock of the Company at a conversion price of $2.70 per share, and the Company
recorded a cash true up liability in the amount of $165,933.

 On
October 3, 2023, at the election of the Holder, a total of $81,530 of principal, $5,707 of interest and $13,086 of premium owed on the
2023 Note was converted into 37,157 shares of common stock of the Company at a conversion price of $2.70 per share and the Company recorded
a cash true up liability in the amount of $51,457.

 On
October 4, 2023, 3i at the election of the Holder, a total of $1,982,286 of principal, $130,737 of interest and $316,953 of premium owed
on the 2023 Note was converted into and 900,000 shares of common stock of the Company at a conversion price of $2.70 per share and the
Company recorded a cash true up liability in the amount of $1,246,388.

 On
October 5, 2023, at the election of the Holder, a total of $210,732 of principal and $31,610 of premium owed on the 2023 Note was converted
into 150,000 shares of common stock of the Company at a conversion price of $1.62 per share.

 On
October 5, 2023, the Company and 3i entered into the First Amendment to the 2023 Note which amends the 2023 Note and lowers the Floor
Price from $2.70 to $0.40.

 On
October 9, 2023, the Company and 3i entered into the Second Amendment to the 2023 Note (the "Second Amendment") which amends
the 2023 Note and reiterates that the issuance of shares pursuant to the 2023 Note, 2023 Note Documents, First Amendment and Second Amendment
are subject to compliance with Nasdaq Rule 5635.

 On
October 9, 2023, at the election of the Holder, a total of $73,046 of principal and $10,957 of premium owed on the 2023 Note was converted
into 95,000 shares of common stock of the Company at a conversion price of $0.88 per share.

 On
October 16, 2023, at the election of the Holder, a total of $63,228 of principal and $9,484 of premium owed on the 2023 Note was converted
into 100,000 shares of common stock of the Company at a conversion price of $0.73 per share.

 On
October 19, 2023, at the election of the Holder, a total of $31,296 of principal and $4,694 of premium owed on the 2023 Note was converted
into 48,477 shares of common stock of the Company at a conversion price of $0.74 per share.

 On
November 20, 2023, at the election of the Holder, a total of $181,707 of principal and $27,256 of premium owed on the 2023 Note was converted
into 371,081 shares of common stock of the Company at a conversion price of $0.56 per share.

 On
November 27, 2023, at the election of the Holder, a total of $57,659 of principal, $2,743 of interest, and $9,060 of premium owed on
the 2023 Note was converted into 135,500 shares of common stock of the Company at a conversion price of $0.51 per share.

 On
December 1, 2023, at the election of the Holder, a total of $57,957 of principal, $2,857 of interest, and $9,122 of premium owed on the
2023 Note was converted into 145,000 shares of common stock of the Company at a conversion price of $0.48 per share.

 2022
Equity Line of Credit

 As
reported on our Current Report on Form 8-K as filed with the SEC on November 9, 2022, on November 8, 2022, the parties terminated the
Common Stock Purchase Agreement and Registration Rights Agreement by and between the Company and Tumim Stone Capital LLC ("Tumim"),
dated May 6, 2021. On the same date, the parties entered into a new Common Stock Purchase Agreement (the "Purchase Agreement")
and Registration Rights Agreement, pursuant to which the Company has the right to sell to Tumim up to the lesser of (i) $4,430,897 of
newly issued shares of the Company's common stock, par value $0.01 per share, and (ii) the Exchange Cap (as defined below) (subject
to certain conditions and limitations), from time to time (the "2022 ELOC"). Sales of common stock pursuant to the 2022 ELOC,
and the timing of any sales, are solely at the option of the Company and the Company is under no obligation to sell securities pursuant
to this arrangement. Shares of common stock may be sold by the Company pursuant to this arrangement over a period of up to 36 months
after Commencement (as defined below).

 Upon
the satisfaction of the conditions in the 2022 ELOC, including that a registration statement that we agreed to file with the SEC pursuant to the Registration Rights Agreement is declared effective by the SEC and a
final prospectus in connection therewith is filed with the SEC (such event, the "Commencement"), we will have the right,
but not the obligation, from time to time at our sole discretion over the 36-month period from and after the Commencement, to direct
Tumim to purchase amounts of our common stock as VWAP purchases as set forth in the 2022 ELOC (each, a "VWAP Purchase") on
any trading day, so long as, (i) at least three trading days have elapsed since the trading day on which the most recent prior notice
to purchase common stock under the Purchase Agreement was delivered by the Company to Tumim, and (iii) all shares subject to all prior
purchases by Tumim under the ELOC have theretofore been received by Tumim electronically as set forth in the ELOC.

 From
and after Commencement, the Company will control the timing and amount of any sales of common stock to Tumim. Actual sales of shares
to Tumim under the 2022 ELOC will depend on a variety of factors to be determined by the Company from time to time, including, among
other things, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources
of funding for the Company and its operations.

 The
Company agreed to reimburse Tumim for the reasonable out-of-pocket expenses (including legal fees and expenses), up to a maximum of $35,000.

 Under
the applicable rules of The Nasdaq Stock Market LLC ("Nasdaq"), in no event may we issue to Tumim under the 2022 ELOC more
than 54,965 shares of our common stock, which represents 19.99% of the shares of the common stock outstanding immediately prior to the
execution of the 2022 ELOC (the "Exchange Cap"), unless (i) we obtain stockholder approval to issue shares of common stock
in excess of the Exchange Cap or (ii) the average price of all applicable sales of common stock to Tumim under the 2022 ELOC equals or
exceeds the lower of (i) the Nasdaq official closing price immediately preceding the execution of the 2022 ELOC or (ii) the arithmetic
average of the five Nasdaq official closing prices for the common stock immediately preceding the execution of the 2022 ELOC, such that
the transactions contemplated by the 2022 ELOC are exempt from the Exchange Cap limitation under applicable Nasdaq rules. In any event,
the 2022 ELOC specifically provides that we may not issue or sell any shares of our common stock under the 2022 ELOC if such issuance
or sale would breach any applicable rules or regulations of Nasdaq.

 In
all instances, we may not sell shares of our common stock to Tumim under the 2022 ELOC if it would result in Tumim beneficially owning
more than 4.99% of the common stock.

 The
net proceeds from sales, if any, under the 2022 ELOC, will depend on the frequency and prices at which the Company sells shares of common
stock to Tumim. To the extent the Company sells shares under the 2022 ELOC, the Company currently plans to use any proceeds therefrom
for inventory production and marketing for Gaucho Group, Inc., costs of this transaction, operating expenses and for working capital
and other general corporate purposes.

 In
addition, 50% of the proceeds from sales, if any, under the 2022 ELOC will be used to pay down the balance of the 2023 Notes at such
time.

 EF
Hutton, a division of Benchmark Investments, Inc. acted as the exclusive placement agent in connection with the transactions contemplated
by the 2022 ELOC, for which the Company will pay to EF Hutton a cash placement fee equal to 8.0% of the amount of the Total Commitment
actually paid by Tumim to the Company pursuant to the 2022 ELOC, but not including any amounts of the Total Commitment that are used
to pay down the balance of the 2023 Notes.

 There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the 2022
ELOC other than a prohibition on entering (with certain limited exceptions) into a "Variable Rate Transaction," as defined
in the 2022 ELOC. Tumim has agreed not to cause, or engage in any manner whatsoever, any direct or indirect short selling or hedging
of the common stock during certain periods.

to the terms of the 2022 ELOC, we have agreed to file with the SEC one or more registration statements on Form S-1 to register for resale
under the Securities Act the shares of our common stock that may be issued to Tumim under the 2022 ELOC. The 2022 ELOC contain customary
representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants
contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of
the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

 The
2022 ELOC will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary
after Commencement (which term may not be extended by the parties), (ii) the date on which Tumim shall have purchased the Total Commitment
worth of shares of common stock, (iii) the date on which the common stock shall have failed to be listed or quoted on The Nasdaq Capital
Market or any other "Eligible Market" (as defined in the Purchase Agreement), and (iv) the date on which the Company commences
a voluntary bankruptcy proceeding or any Person commences a proceeding against the Company, a Custodian is appointed for the Company
or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors. The Company
has the right to terminate the 2022 ELOC at any time after Commencement, at no cost or penalty, upon 10 trading days' prior written
notice to Tumim. Neither the Company nor Tumim may assign or transfer its rights and obligations under the 2022 ELOC, and no provision
of the 2022 ELOC may be modified or waived by the parties.

 A
Form D was filed by the Company on November 21, 2022. The Company also filed a resale registration statement on Form S-1 (File No.
333-268829) registering the resale of up to 166,667 shares upon draw downs on the equity line of credit on December 16, 2022, which
was declared effective on December 23, 2022 (the "ELOC Registration Statement").

December 28, 2022, and October 5, 2023, the Company requested draw-downs and received gross proceeds of $937,157 pursuant to the 2022
ELOC and issued 151,684 shares of common stock to Tumim.

to the 2022 ELOC, the Company requested draw-downs and issued shares of common stock and received gross proceeds of the following in
2023: (i) January 4, 2023, the Company issued 750 shares of common stock to Tumim for gross proceeds of $8,734; (ii) on January 9, 2023,
the Company issued 730 shares of common stock to Tumim for gross proceeds of $8,329; (iii) on January 23, the Company issued 670 shares
of common stock to Tumim for gross proceeds of $7,949; (iv) on January 30, 2023, the Company issued 685 shares of common stock to Tumim
for gross proceeds of $7,952; (v) on February 3, 2023, the Company issued 5,936 shares of common stock to Tumim for gross proceeds of
$131,437; (vi) on February 8, 2023, the Company issued 6,300 shares of common stock to Tumim for gross proceeds of $98,034; (vii) on
February 22, 2023, the Company issued 6,838 shares of common stock to Tumim for gross proceeds of $71,695; (viii) on March 1, 2023, the
Company issued 5,598 shares of common stock to Tumim for gross proceeds of $58,093; (ix) on March 6, 2023, the Company issued 5,797 shares
of common stock to Tumim for gross proceeds of $59,701; (x) on March 14, 2023, the Company issued 3,139 shares of common stock to Tumim
for gross proceeds of $31,371; (xi) April 19, 2023, the Company issued 19,597 shares of common stock to Tumim for gross proceeds of $144,339;
(xii) on May 5, 2023, the Company issued 26,280 shares of common stock to Tumim for gross proceeds of $172,614; (xiii) on September 29,
2023, the Company issued 29,364 shares of common stock to Tumim for gross proceeds of $52,988; and (xiv) on October 5, 2023, the Company
issued 39,000 shares of common stock to Tumim for gross proceeds of $76,449.

 No
general solicitation was used, and a commission of 8% of the total gross proceeds was paid to Benchmark Investments, Inc. pursuant to
the Underwriting Agreement between the Company and Kingswood Capital Markets, a division of Benchmark Investments, Inc., f/k/a EF Hutton,
dated February 16, 2021. The Company relied on the exemptions from registration available under Section 4(a)(2) and/or Rule 506(b) of
Regulation D of the Securities Act, in connection with the sales. A Form D was filed with the SEC on November 21, 2022.

 On
February 22, 2022, the Company received notice from Tumim of its election to terminate the 2022 ELOC. While the notice to terminate stated
that it was effective immediately, Section 8.2 of the Purchase Agreement requires at least 10 Trading Days prior written notice. Therefore,
the Company treated the 2022 ELOC as being terminated by Tumim effective March 7, 2024. No early termination penalties are incurred by
either party under the 2022 ELOC.

 On April 2, 2024, the Company filed a post-effective amendment to ELOC Registration Statement in order to terminate
 the effectiveness of the ELOC Registration
Statement and to deregister, as of the effective date of amendment, all registered securities that remain unsold under the ELOC Registration
Statement as of the date thereof. The amendment was declared effective April 2, 2024.

 Private
Placement of Common Stock

 On
November 27, 2023, the Company commenced a private placement of shares of common stock for gross proceeds of up to $4,000,000 at a price
per share which equals the Nasdaq Rule 5653(d) Minimum Price definition, but in no event at a price per share lower than $0.60) (the
"Private Placement").

 On
November 30, 2023, pursuant to the Private Placement, the Company issued a total of 346,535 shares of common stock for gross proceeds
of $210,000 at $0.606 per share.

 On
December 1, 2023, pursuant to the Private Placement, the Company issued a total of 100,000 shares of common stock for gross proceeds
of $60,000 at $0.60 per share.

 On
December 4, 2023, pursuant to the Private Placement, the Company issued a total of 711,776 shares of common stock for gross proceeds
of $427,066 at $0.60 per share.

 On
December 7, 2023, pursuant to the Private Placement, the Company issued a total of 163,287 shares of common stock for gross proceeds
of $100,000 at $0.6124 per share.

 On
December 8, 2023, pursuant to the Private Placement, the Company issued a total of 98,425 shares of common stock for gross proceeds of
$60,000 at $0.6096 per share.

 On
December 11, 2023, pursuant to the Private Placement, the Company issued a total of 166,667 shares of common stock for gross proceeds
of $100,000 at $0.60 per share.

 On
December 29, 2023, pursuant to the Private Placement, the Company issued a total of 100,000 shares of common stock for gross proceeds
of $60,000 at $0.60 per share.

 As
announced in our Current Report on Form 8-K filed with the SEC on March 1, 2024, on February 29, 2024, the stockholders of the Company
approved, for purposes of Nasdaq Rule 5635(d), the full issuance of shares of our common stock to be issued in a private placement of
common stock for gross proceeds of up to $7.2 million pursuant to Rule 506(b) of the Securities Act.

 Each
investor in the Private Placement has certain anti-dilution protections for a period of 18 months following each closing of the Private
Placement. If, during the 18-month period following each closing of the Offering, the Company issues or sells any shares of common stock
of the Company (a "Dilutive Issuance"), then each participant in the Private Placement will automatically be issued such
number of shares of common stock as is necessary to maintain the percentage ownership that such participant would have had if the Dilutive
Issuance had not occurred. With respect to the issuance of any securities to 3i pursuant to the 2023 Note Documents as a result of Dilutive
Issuances, the participant shall not be entitled to any additional Dilutive Issuances beyond the initial Dilutive Issuance. Further,
at such time that the participant disposes of its shares acquired in the Private Placement, all rights to any Dilutive Issuance shall
cease.

 The
Private Placement is conducted pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated under
the Securities Act. The shares are only offered to a small select group of accredited investors, as defined in Rule 501 of Regulation
D, all of whom have a substantial pre-existing relationship with the Company and no general advertising or solicitation was used. The
Company filed a Form D on December 15, 2023, amended on January 11, 2024, and amended on February 12, 2024.

 Other
Private Placements of Securities

 On
February 10, 2023, the Company sold 59,100 shares of common stock for gross proceeds of $591,000 to accredited investors and warrants
to purchase 14,775 shares of common stock at an exercise price of $10.00 per share. The warrants are exercisable for two years from the
date of issuance. For this sale of shares, warrants, and shares underlying the warrants, there was no general solicitation and no commissions
paid, all purchasers were accredited investors with a prior relationship with the Company, and the Company is relying on the exemption
from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect
to transactions by an issuer not involving any public offering. A Form D was filed on February 22, 2023.

 On
September 15, 2023, the Company raised a total of $405,000 through the private placement of units at $4.50 per unit, each unit equal
to 1 share of common stock and 1/5 of a warrant, not including warrant exercise. A total of 90,000 shares of common stock and warrants
to purchase 18,000 shares of common stock were issued. Each whole warrant is exercisable at $4.50 for two years from the date of issuance.
For this sale of securities, no general solicitation was used, no commissions were paid, all persons were accredited investors and have
a substantial pre-existing relationship with the Company, and the Company relied on the exemption from registration available under Section
4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving
any public offering. The Company filed a Form D with the SEC on September 20, 2023.

 Please
also refer to Item 9B—Other Information, regarding sales of unregistered securities of the Company in 2024.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 Other
than as set forth herein or in the Company's current reports on Form 8-K or quarterly reports on Form 10-Q, there have not been
any purchases of equity securities by the Company or its affiliated persons for the year ended December 31, 2023.

 Use
of Proceeds from Registered Offering

 Other
than as set forth herein or in the Company's current reports on Form 8-K or quarterly reports on Form 10-Q, there have not been
any proceeds from registered offerings by the Company or its affiliated persons for the year ended December 31, 2023.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS

 The
following discussion and analysis of financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the accompanying notes included elsewhere in this prospectus. References in this Management's Discussion
and Analysis of Financial Condition and Results of Operations to "us," "we," "our," and similar terms
refer to Gaucho Group Holdings, Inc., a Delaware corporation, and its subsidiaries. This discussion includes forward-looking statements,
as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as
plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors. 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
caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks
and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon
which the statements are based. See "Special Note - Forward-Looking Statements." Our actual results could differ materially
from those anticipated in the forward-looking statements as a result of certain factors discussed in "Risk Factors" and elsewhere
in this prospectus. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations
and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could
differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update
or revise any forward-looking statements, whether from new information, future events or otherwise.

 A
1-for-12 reverse stock split of the of the Company's common stock was effected on November 4,2022 (the "2022 Reverse Stock
Split"). Another 1-for-10 reverse stock split of the of the Company's common stock was effected on September 25, 2023 (the
"2023 Reverse Stock Split"). All share and per share information has been retroactively adjusted as a result of both reverse
stock splits for all periods presented, unless otherwise indicated.

 Special
Note Regarding Emerging Growth Company Status and Smaller Reporting Company Status

 Currently
we qualify as both an "emerging growth company" and as a "smaller reporting company" (as defined in Rule 12b-2
of the Exchange Act). We are allowed and have elected to comply with the smaller reporting company rules which allows us to omit certain
information, including three years of year-to-year comparisons and tabular disclosure of contractual obligations, from this Management's
Discussion and Analysis of Financial Condition and Results of Operations. However, we have provided all information for the periods presented
that we believe to be appropriate and necessary.

 Overview

Group Holdings, Inc. ("GGH" or the "Company") positions its e-commerce leather goods, accessories, and fashion
brand, Gaucho – Buenos Aires, as one of luxury, creating a platform for the global consumer to access their piece of Argentine
style and high-end products. With a concentration on leather goods, ready-to-wear and accessories, this is the luxury brand in which
Argentina finds its contemporary expression. During the first quarter of 2022, the Company launched Gaucho Casa, a Home & Living
line of luxury textiles and home accessories, which is being marketed and sold on the Gaucho – Buenos Aires e-commerce platform.
Gaucho Casa challenges traditional lifestyle collections with its luxury textiles and home accessories rooted in the singular spirit
of the gaucho aesthetic. GGH seeks to grow its direct-to-consumer online products to global markets in the United States, Asia, the United
Kingdom, Europe, and Argentina. We intend to focus on e-commerce and scalability of the Gaucho – Buenos Aires and Gaucho Casa brands,
as real estate in Argentina is politically sensitive. GGH's goal is to become recognized as the LVMH ("Louis Vuitton Mo t
Hennessy") of South America's leading luxury brands. Through one of its wholly owned subsidiaries, GGH also owns and operates
legacy investments in the boutique hotel, hospitality and luxury vineyard property markets. This includes a golf, tennis and wellness
resort, as well as an award winning, wine production company concentrating on Malbecs and Malbec blends. Utilizing these wines as its
ambassador, GGH seeks to further develop its legacy real estate, which includes developing residential vineyard lots located within its
4,138 acre resort.

 Until
May 31, 2020, the Company's senior management was based at its corporate office in New York City. Due to COVID-19, we terminated
the corporate office lease and senior management works remotely. GGH's local operations are managed by professional staff with
substantial hotel, hospitality and resort experience in Buenos Aires and San Rafael, Argentina. The Company's principal office
is currently located at 112 NE 41st Street, Suite 106, Miami, Florida 33137. The telephone number remains the same at +1-212-739-7700.
The Company is licensed to do business in New York and Florida.

 Recent
Developments and Trends

 In
June 2022, the Company's leather goods and accessories brand Gaucho – Buenos Aires opened a flagship retail location at 112
NE 41st Street, Suite #106 in Miami, Florida. This location includes a small greenroom utilized by the company's administrative
team as a temporary office space.

 On April 19, 2024, the Board of Directors of the Company,
as authorized by the stockholders of the Company, approved a 1-for-10 reverse stock split of the Company's issued and outstanding
shares of common stock. The Board of Directors of the Company also approved an amended and restated Certificate of Incorporation (the
"Certificate") to effect the Reverse Stock Split. On April 24, 2024, the Company filed the Certificate with the Delaware Secretary
of State with an effective date of 12:01 a.m., Eastern Time, on May 1, 2024.

 The
accompanying 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. However, doubt has been raised
as to the ability of the Company to continue as a going concern. The Company presently has enough cash on hand to sustain its operations
on a month-to-month basis, but 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. Since inception, our operations
have primarily been funded through proceeds received in equity and debt financings.

 We
believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we
will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might
raise will enable us to complete our development initiatives or attain profitable operations.

 Financings

 Please
also see Item 5 "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"
and Item 9B "Other Items" for details on securities issued by the Company in connection with private placements.

February 3 and February 15, 2023, the holder of the 2021 Note elected to convert an aggregate of $1,571,553 in principal and interest,
of which $1,335,439, $124,049, and $112,065 was principal, interest and premium converted, into 83,333 shares of common stock at prices
ranging from $14.50 to $24.00 per share.

May 2, 2023 and December 1, 2023, the Company converted a total of $3,822,210 of principal, $220,996 of interest, $13,077 of redemption
premium and $1,767,591 of derivative liabilities (including default premium and redemption feature) pursuant to the 2023 Note and the
Company issued 2,297,005 shares of common stock upon conversion. The Company recorded cash true up liabilities in the amount of $1,484,677
representing the excess of the conversion amount over the value of shares issued upon conversion.

 On
November 27, 2023, the Company commenced a private placement of shares of common stock for gross proceeds of up to $4,000,000 at a price
per share which equals the Nasdaq Rule 5653(d) Minimum Price definition, but in no event at a price per share lower than $0.60) (the
"Private Placement"). Between November 30, 2023 and April 11, 2024, pursuant to the Private Placement, the Company issued
a total of 4,741,581 shares of common stock for gross proceeds of $2,850,000.

 In
connection with the vesting of RSUs on December 31, 2023, the Company's CEO and CFO received
a total of 7,093 shares pursuant to RSUs issued under the 2018 Equity Incentive Plan with a grant date value of $11.60 per share.

the fourth quarter of 2023, the Company entered into agreements (each, a "Lot Deposit Agreement") with six investors in the
Company (each, a "Purchaser"), pursuant to which (1) each Purchaser agreed to purchase either two or three real estate lots
at a purchase price of $50,000 per lot and pay the full purchase price (the "Purchase Amount") for the purchased lots, (2)
each Purchaser has the right to rescind the Lot Deposit Agreement at any time between twelve months from the date of the Lot Deposit
Agreement but prior to the closing of the lot sale. In the event of such rescission, the Company agrees to refund the deposit amount
plus interest at a rate of 8.5% compounded quarterly, and agrees to transfer title to one residential lot of the Purchaser's choosing
within 30 calendar days of receiving the Purchaser's written notice to rescind. The Company sold sixteen real estate lots in connection
with the Lot Deposit agreements (of which 5 lots were sold to a holder of more than 5% of the Company's outstanding common stock)
and received Purchase Amounts in the aggregate amount of $775,000.

 Initiatives

 We
have implemented a number of initiatives designed to expand revenues and control costs. Revenue enhancement initiatives include expanding
marketing, investment in additional winery capacity and developing new real estate development revenue sources. Our goal for 2024 is
to focus on actions that can result in immediate revenues, such as e-commerce sales, continued deeding of lots and real estate sales
and greater distribution of our wines by supporting our importer and their network partners. Cost reduction initiatives include investment
in equipment that will decrease our reliance on subcontractors, plus outsourcing and restructuring of certain functions. Our goal is
to become more self-sufficient and less dependent on outside financing.

 We
believe upcoming initiatives for our luxury vineyards estate lot sales program can potentially generate USD 5 million or more in sales
in 2024 alone, while our continued build out of the project's infrastructure (a planned 60-room hotel and spa, that is also slated
to include 30-50 residences, and for which we seek to co-brand with a luxury hotel brand) could generate an additional $25 million per
year of revenue once complete. With our Masterplan's addition of 200 more lots, ranging in size from 2.47 acres to 6 acres, we
anticipate the potential to generate more than $100 million in revenue.

 In
the hospitality sector, we have a strategy in place to increase the occupancy and ADR for our hotels in Buenos Aires and Mendoza. This
includes income from the recent launch of Algodon Wine Estates vineyard home rental program, allowing private homeowners to list the
luxury vineyard homes for rent for short or long-term stays.

 Our
e-commerce wine sales in 2023 saw increased sales volume, returning customer rates and online sessions, as well as increased distribution
channels in both Argentina and the U.S. Our plans for 2024 and beyond include further increasing our distribution channels, our e-commerce
sales and our international markets, such as Argentina's neighbor Brazil, which is the world's 3rd largest market for online
wine sales.

 GGH
continues pivoting operations to focus primarily on e-commerce sales of our Gaucho—Buenos Aires brand. Gaucho – Buenos Aires
e-commerce looks forward to continuing to scale our e-commerce revenue growth with an aggressive marketing campaign, as well our recent
launch of our Resort Collection, a luggage + travel accessories collection. We anticipate rolling out Gaucho – Buenos Aires next
collection in the fall of 2024.

 Our
digital marketing efforts are a crucial aspect for our brand as we seek to reach a wider audience and boost sales. In order to effectively
market Gaucho – Buenos Aires, we intend to focus on various essential digital marketing elements, including the ongoing optimization
of our e-commerce website, our social media channels showcasing our products, creating engaging content such as blog posts and videos,
running targeted ad campaigns on search engines and social media platforms, and leveraging influencer marketing to promote our products
to our target audiences. Additionally, Gaucho – Buenos Aires employs email marketing campaigns to keep our customers engaged and
informed about new product launches and sales. By investing in these digital marketing strategies, we believe our brand can effectively
reach our target audience, increase brand awareness, and drive sales.

 In
the summer of 2022, our leather goods and accessories brand celebrated the incredible milestone of opening our flagship at one of the
world's most renowned luxury shopping malls, the Miami Design District, among the likes of widely recognized luxury retail brands
such as Off White, Bottega Veneta, Gucci, and Chanel, and many others.

 In
addition to presenting at the renowned New York Fashion Week, we also launched our line of luxury home goods, among other notable milestones.

 Slated
for a yet to be determined future date, we anticipate launching a popup shop in Los Angeles and other large cities, as a tool to market-test
our brand in new locations. With popup shops, we can for example, work with local public relations ("PR") companies to get
the word out, as these opportunities are typically promoted via direct mail, PR and digital marketing efforts, as well as word of mouth
and strategic geographic positioning.

 We
expect that our Gaucho – Buenos Aires brand sales will grow to represent a majority of our revenue, with our wine and real estate
business making up the remainder. On March 14, 2024, we announced the launch of our vineyard home rental program, allowing AWE's
private homeowners to list the luxury vineyard homes for rent for short or long-term stays.

Results of Operations

 Year
Ended December 31, 2023 Compared to the Year Ended December 31, 2022

 The
following table represents selected items in our consolidated statements of operations for the years ended December 31, 2023 and 2022,
respectively:

 For the Years
 Ended

 31,

 2023

 2022

 Sales

 $

 $

 Cost of sales

 (1,616,063
)

 (1,475,961
)

 Gross profit

 534,951

 167,755

 Operating Expenses

 Selling and marketing

 960,601

 738,399

 General and administrative

 9,999,102

 7,961,065

 Depreciation and amortization

 403,064

 251,941

 of investment - related party

 -

 7,000,000

 Total
 operating expenses

 11,362,767

 15,951,405

 Loss
 From Operations

 (10,827,816
)

 (15,783,650
)

 Other Expense (Income)

 Change in fair value of
 derivative liability

 2,505,731

 -

 Loss on extinguishment of
 debt

 416,081

 2,105,119

 Gains from foreign currency
 translation

 (605,531
)

 (478,500
)

 Inducement expense

 -

 Interest income

 (71,978
)

 (142,746
)

 Interest expense

 3,488,113

 1,694,457

 Other
 income, related party

 (362,222
)

 (300,000
)

 Total
 other expense

 5,370,194

 6,041,648

 Net
 Loss

 $
 (16,198,010
)

 $
 (21,825,298
)

 Overview

 We
reported net losses of approximately $16.2 million and $21.8 million for the years ended December 31, 2023 and 2022, respectively.
The decrease in net loss is due to the decreases in impairment of investment, inducement expense, loss on extinguishment of debt, and an increase in revenues, partially offset by an increase in the provision for expected credit
losses, as discussed in further detail below.

were approximately $2,151,000 and $1,644,000 during the years ended December 31, 2023 and 2022, respectively, reflecting a net increase
of approximately $507,000 or 31%. Increases of approximately $1,972,000 in hotel and restaurant revenues resulted from the hotel and
restaurant being fully open during 2023; these were partially closed during much of 2022 while undergoing renovation. The hotel and restaurant
also saw increased guest traffic in 2023 and the restaurant benefitted from increased menu prices. Wine sales increased by approximately
$338,000 due to new initiatives in domestic markets as well as increased wine prices. These revenue increases, along with an aggregate
increase of approximately $624,000 in clothing, agricultural and other revenues were partially offset by a decrease of approximately
$2,199,000 resulting from the decline in the value of the Argentine peso vis- -vis the U.S. dollar. The average exchange rate
of the Argentina peso increased from 130.8427 for the year ended December 31, 2022 to 295.1628 for the year ended December 31, 2023.

 Total
sales from Argentina were approximately ARS $558.9 million during the year ended December 31, 2023 as compared to approximately ARS $204.5
million during the year ended December 31, 2022, reflecting a net increase of approximately ARS $354.4 million or 173%. Lot sales revenues
were approximately ARS $38.6 million and ARS $20.5 million during the years ended December 31, 2023 and 2022, respectively. Hotel, restaurant
and event revenues were approximately ARS $380.5 million and ARS $118.8 million during years ended December 31, 2023 and 2022, respectively,
representing an increase of approximately ARS $261.7 million, or 220%. Argentine winemaking revenues were approximately ARS $69.7 million
and ARS $24.5 million during the years ended December 31, 2023 and 2022, respectively, representing an increase of approximately ARS
$45.2 million or 185%. Other revenues, including golf, tennis and agricultural revenues, were ARS $70.1 million and ARS $40.7 million
during the years ended December 31, 2023 and 2022, respectively, representing an increase of approximately ARS $29.4 million or 72%,
of which approximately ARS $16.5 million represents an increase in agricultural revenues, approximately ARS $10.6 million represents
an increase in other revenue, and approximately ARS $2.3 million represents an increase in golf revenues.

 Gross
profit

 We
generated a gross profit of approximately $535,000 for the year ended December 31, 2023 as compared to a gross profit of
approximately $168,000 for the year ended December 31, 2022, representing an increase of $367,000, or 218% resulting primarily from
the increase in hotel and restaurant revenues as well as the decrease in agriculture costs of sales.

 The
increase in gross margin from 10% for the year ended December 31, 2022 to 25% for the year ended December 31, 2023 resulted from higher
margins earned on agricultural sales in 2023 which increased by approximately 130% or $233,000 from gross loss of approximately $213,000
for the period ended December 31, 2022 to gross profit of approximately $20,000 for the period ended December 31, 2023. The improvement
is primarily attributable to an increase of approximately 80% in sales prices for the period ended December 31, 2023.

 Cost
of sales, which consists of real estate lots, raw materials, direct labor and indirect labor associated with our business activities,
increased by approximately $86,000 from $1,530,000 for the year ended December 31, 2022 to $1,616,000 for the year ended December 31,
2023. Increases in cost of sales are due to an increase of approximately $1,194,000 in hotel and winemaking costs, approximately $370,000
in food costs, approximately $261,000 in clothing and other costs, and approximately $57,000 in lot sales in the aggregate, resulting
primarily from increases in related revenues during the year ended December 31, 2023. The aforementioned costs of sales increases were
partially offset by a decrease of approximately $1,725,000 resulting from the impact of the decline in the value of the Argentine peso
vis- -vis the U.S. dollar and a decrease of approximately $72,000 in costs associated with agricultural sales.

 Selling
and marketing expenses

 Selling
and marketing expenses were approximately $961,000 and $738,000, for the years ended December 31, 2023 and 2022, respectively, representing
an increase of approximately $223,000 or 30%. Increase of approximately $338,000 primarily related to events celebrated during the period
to promote the GGI brand, as well as marketing expenses for GGI's new retail space were partially offset by a decrease of approximately
$115,000 resulting from the impact of the decline in the value of the Argentine peso vis- -vis the U.S. dollar.

and administrative expenses

and administrative expenses were approximately $9,999,000 and $7,961,000 for the years ended December 31, 2023 and 2022,
respectively, representing an increase of approximately $2,038,000 or 26%. The increase in general and administrative expenses is
primarily attributed to (i) an increase in credit loss expense of approximately $2,195,000, which includes $1,047,000
of expected credit losses in connection with receivables from a related party and approximately $1,148,000 of expected
credit losses in connection with the Company's mortgages receivable (ii) an increase in employee and contractor compensation of
approximately $846,000 resulting primarily from GGI's store being fully open in 2023; (iii) an increase of approximately $235,000 in
professional and consulting fees, and (iv) an increase of approximately $274,000, in the aggregate, in other operating expenses.
The increases in general and administrative expenses were partially offset by (i) an approximate $580,000 decrease in compensation
to the Company's Board of Directors (consisting of decreases of approximately $96,000 in stock compensation and approximately
$484,000 of cash compensation), and (ii) a decrease of approximately $933,000 resulting from the impact of the decline in the
value of the Argentine peso vis- -vis the U.S. dollar. All other fluctuations are immaterial individually and in the
aggregate.

 Depreciation
and amortization expense

 Depreciation
and amortization expense were approximately $403,000 and $252,000 during the years ended December 31, 2023 and 2022, respectively, representing
an increase of approximately $151,000 or 60%. An increase of approximately $353,000 resulting primarily from new asset purchases was
partially offset by a decrease of approximately $202,000 resulting from the impact of the decline in the value of the Argentine peso
vis- -vis the U.S. dollar.

of investment – related party

of investment – related party expense was $0 and $7,000,000 during the years ended December 31, 2023 and 2022, respectively. The
Company held an equity investment in LVH Holdings which was accounted for at cost, less impairment. During the year ended December 31,
2022, management determined that the future cash flows from this investment were not expected to be sufficient to recover its carrying
value. As a result, the Company fully impaired the investment in LVH.

 Change
in fair value of derivative liability

 The
Company recorded an increase in fair value of derivative liability of approximately $2,506,000 and $0 during the years ended December
31, 2023 and 2022, respectively, related to the derivative liability associated with the 2023 Note. The 2023 Note contained a redemption
feature upon an event of default, which was bifurcated from the debt host and recorded as a derivative liability. As of the date of issuance
of the 2023 Note, management had estimated that the probability of an event of default was negligible; accordingly, the fair value of
the derivative liability was de minimis at the date of issuance. The increase in the fair value of the derivative liability results from
the occurrence of an event of default on May 21, 2023.

 Loss
on extinguishment of debt

 Loss
on extinguishment of debt was approximately $416,000 during the year ended December 31, 2023 which was comprised of (i) premium paid
on the conversion of GGH Notes of approximately $112,000; (ii) premium paid on the cash redemption of GGH Notes of approximately $124,000;
(iii) premium paid on the 2023 Note for cash redemption of principal in the amount of approximately $32,000; (iv) premium in the amount
of approximately $13,000 paid on the conversion of an aggregate of $87,179 of principal and interest owed on the 2023 Note, and (iv)
the fair value of approximately $135,000 in warrants issued in the exchange agreement for the GGH Notes (See Note 14 - Convertible Debt
Obligations for additional details). Loss on extinguishment of debt of approximately $2,105,000 during the year ended December 31, 2022
resulted from reductions in the conversion price of the convertible debt during the period.

 Gains
from foreign currency remeasurement, net

 The
Company recorded net gains from foreign currency remeasurement of approximately $606,000 and $479,000 during the years ended December
31, 2023 and 2022, respectively, as the result of Argentina's highly inflationary status. The increase of approximately $127,000
in net gains from foreign currency remeasurement is due to fluctuations in the Argentine peso to United States dollar exchange rates.

 Inducement
expense

 On
May 2, 2022, the Company entered into a letter agreement ("Letter Agreement #1") with the holders of GGH Notes which provided
for a reduction of the conversion price for shares of the Company's common stock. During the period from May 3, 2022 through May
11, 2022, principal, interest and fees were converted into shares of common stock at the reduced conversion price and the Company recorded
inducement expense in the amount of approximately $198,000 as a result of the conversion of debt and interest pursuant to the letter
agreement.

the period from July 7, 2022 through August 30, 2022 the Company and holders of the GGH Notes entered into another agreement ("Letter
Agreement #3") which provided for a reduced conversion price and the Company recorded inducement expense in the approximate amount
of $2,965,000 as a result of the conversion of debt and interest into common shares pursuant to the letter agreement.

 The
Company did not incur an inducement expense in 2023.

income

income was approximately $72,000 and $143,000 during the years ended December 31, 2023 and 2022, respectively, representing a decrease
of approximately $134,000 or 59%, resulting from a decrease in interest income recognized on mortgages receivable related to
the lot sales.

expense

expense was approximately $3,488,000 and $1,694,000 during the years ended December 31, 2023 and 2022, respectively, representing an
increase of approximately $1,794,000 or 106%. The increase is primarily due to approximate increases of (i) $1,460,000 increase in
amortization of debt discount and $137,000 increase in interest recorded at stated interest rates on convertible notes, (ii)
approximately $42,000 interest incurred (including amortization of debt discount of approximately $16,000) during 2023, in
connection with Lot Deposit agreements which did not exist in 2022; (iii) increase of approximately $20,000 in connection loans
payable and (iv) increase of approximately $213,000 incurred in connection with Argentine obligations, and primarily in connection
with a payment plan for Argentine payroll taxes, partially offset by a decrease of approximately $78,000 resulting from the impact
of the decline in the value of the Argentine peso vis- -vis the U.S. dollar

 Other
income, related party

 The
Company recognized other income, related party of $362,000 and $300,000 during the year ended December 31, 2023 and 2022, respectively,
representing an increase of $62,000 or 21%. The Company received management income from LVH of $225,000 and $300,000 during the years
ended December 31, 2023 and 2022, respectively. The $75,000 decrease in management fee income resulted from the suspension of the LVH
business on September 27, 2023. Other income during the year ended December 31, 2023 also includes approximately $137,000 representing
the cash distribution received from LVH upon the suspension of its business.

 Liquidity
and Capital Resources

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

 As
 of December 31,

 2023

 2022

 Cash

 $
 428,000

 $
 300,000

 Working
 capital (deficiency)

 $
 (5,363,000
)

 $
 595,000

 Debt
 outstanding, gross principal amount

 $
 1,874,000

 $
 2,254,000

 Cash
 true up obligations

 $
 1,485,000

 $
 -

 Lot
 sale obligations (refundable upon recission)

 $

 $
 -

 As
of December 31, 2023, we had cash, working capital deficit and accumulated deficit of approximately $428,000, $5,363,000 and
$133,789,000, respectively. During the years ended December 31, 2023 and 2022, we incurred a net loss of approximately $16,198,000
and $21,825,000, respectively, and used cash in operating activities of approximately $6,075,000 and $5,700,000, respectively. Cash
requirements for our current liabilities include approximately $4,465,000 for accounts payable and accrued expenses (including
approximately $1,485,000 of cash true up obligations), approximately $1,596,000 for convertible debt, approximately $188,000 for
loans payable, approximately $525,000 for lot sales deposits expected to be refunded, and approximately $251,000 for operating lease
liabilities. Cash requirements for our long-term liabilities include approximately $36,000 for accrued expenses, $1,078,000 for
operating lease liabilities and approximately $90,000 for loans payable. Further, our convertible debt matured on February 21, 2024
and we have subsequently received event of default notices demanding immediate payment of all balances owed in connection with the
convertible debt, including cash true up obligations. Balances owed in connection with convertible debt remain outstanding as of the
date of the filing of this Annual report on Form 10-K.

 Based
upon our cash and working capital balances as of December 31, 2023, we require additional equity and/or debt financing to sustain operations.
These conditions raise substantial doubt about our ability to continue as a going concern.

 On
November 8, 2022, we entered into a new equity line of credit agreement (the "New ELOC") with an underwriter, pursuant to
which we will had the ability (but not the obligation) to sell to the underwriter an aggregate of up to the lessor of (i) $4,430,897
of newly issued shares of common stock, and (ii) the Exchange Cap, as defined. On February 22, 2024, the Company received notice from
the Underwriter of its election to terminate the ELOC.

 In
the period after December 31, 2023 and preceding the filing date, the Company sold 3,054,891 shares of its common stock for approximate
proceeds of $1,833,000 in a private placement.

 Our
operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures.
Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully
commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with
other companies or acquire other companies or technologies to enhance or complement our product and service offerings.

 Going
Concern and Management's Liquidity Plans

 The
accompanying 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. The Company has suffered
substantial recurring losses from operations since inception and operations have primarily been funded through proceeds received in equity
and debt financings. These conditions raise substantial doubt that we will be able to continue operations as a going concern. The accompanying
consolidated financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

 Historically,
we have been successful in raising funds to support our capital needs. We believe we have access to additional capital resources and
continue to evaluate additional financing opportunities. 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.

 Availability
of Additional Funds

 As
a result of our financings, 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, continued development
of the GGI e-commerce platform, expansion of our winery and additional investments in real estate development. If we are unable to obtain
adequate funds on reasonable terms, we may be required to significantly curtail or discontinue operations.

 Sources
and Uses of Cash for the Years Ended December 31, 2023 and 2022

 Net
Cash Used in Operating Activities

 Net
cash used in operating activities for the years ended December 31, 2023 and 2022, amounted to approximately $6,075,000 and $5,700,000,
respectively. During the year ended December 31, 2023, the net cash used in operating activities was primarily attributable to the net
loss of approximately $16,198,000, adjusted for approximately $8,739,000 of non-cash expenses and $1,383,000 of cash generated from changes
in the levels of operating assets and liabilities. During the year ended December 31, 2022, the net cash used in operating activities
was primarily attributable to the net loss of approximately $21,825,000, adjusted for approximately $15,056,000 of non-cash expenses
and $1,069,000 of cash generated from changes in the levels of operating assets and liabilities.

 Net
Cash Used in Investing Activities

 Net
cash used in investing activities for the years ended December 31, 2023 and 2022 amounted to approximately $665,000 and $1,971,000, respectively.
During the year ended December 31, 2023 the net cash used in investing activities was primarily attributable to the purchase of property
and equipment of approximately $615,000 and the purchase of intangible assets for approximately $50,000. During the year ended December
31, 2022 the net cash used in investing activities was primarily attributable to the purchase of property and equipment of approximately
$1,928,000, the purchase of a domain name for approximately $35,000, and approximately $8,000 cash used for the acquisition of Gaucho
Development S.R.L for the purpose of acquiring and integrating adjoining land.

 Net
Cash Provided by Financing Activities

 Net
cash provided by financing activities for the years ended December 31, 2023 and 2022 amounted to approximately $7,131,000 and $3,557,000,
respectively. For the year ended December 31, 2023, the net cash provided by financing activities resulted from an aggregate of $4,678,000
of net proceeds from the issuance of convertible debt, approximately $2,013,000 of net proceeds from the sale of common stock, approximately
$852,000 of proceeds from sale of common stock under the New ELOC, approximately $525,000 of proceeds from lot sale obligations, and
proceeds from loans payable of approximately $185,000, partially offset by repayments of debt obligations of $862,000, repayments of
loans payable of approximately $104,000, and redemption premiums paid on convertible debt obligations of $156,000. For the year ended
December 31, 2022, the net cash provided by financing activities resulted from an aggregate of $3,159,000 of proceeds from the issuance
of convertible debt, approximately $511,000 of net proceeds from the sale of common stock under the Purchase Agreement, approximately
$10,000 of proceeds from sale of common stock under the New ELOC, partially offset by repayments of loans payable of approximately $117,000,
and repayments of debt obligations of approximately $7,000.

 Off-Balance
Sheet Arrangements

 None.

 Contractual
Obligations

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

 Critical
Accounting Estimates

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP. These accounting principles require us to make
estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as
well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which
it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments. To the extent
that there are material differences between these estimates and actual results, our financial results will be affected. We evaluate these
estimates on an ongoing basis.

 We
consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
on our financial condition or results of operations. There are items within our financial statements that require estimation but are
not deemed critical, as defined above.

 Significant
estimates and assumptions include the valuation of investments, equity and liability instruments, the value of right-of-use assets and
related lease liabilities and reserves associated with the realizability of certain assets.

 Critical
Accounting Policies

 The
accounting policies that reflect our more significant estimates and judgments, and which we believe are the most critical to aid in fully
understanding and evaluating our reported financial results, are described below. The following is not intended to be a comprehensive
list of all of our accounting policies. Our accounting policies are more fully described in Note 2 – Summary of Significant Accounting
Policies, in our financial statements included at the end of this Annual Report.

Recognition

 We
earn 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. 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. We do 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.

 The
timing of our revenue recognition may differ from the timing of payment by our customers. A receivable is recorded when revenue is recognized
prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services,
we record 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 us 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.

 Stock-Based

 We
measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date
of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required
to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest
requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as
a cumulative adjustment in the period that the estimates are revised. We account for forfeitures as they occur.

 Long-Lived
Assets

 When
circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, we perform
an analysis to review the recoverability of the asset's carrying value, which includes estimating the undiscounted cash flows (excluding
interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating
income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that
the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value
exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income.

 Income
Taxes

 We
account for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, "Income
Taxes." Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards.
Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 Operating
Leases

 We
determine if an arrangement is a lease at inception, and account for rights and obligations related our operating leases in our consolidated
balance sheet as right-of-use ("ROU") assets and operating lease liabilities. ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are measured at the lease commencement date based on the present value of lease payments over the lease term,
using an incremental borrowing rate which represents the estimated rate of interest for collateralized borrowing over a similar term
of the lease payments at commencement date. Our lease terms may include options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company, we are not required to provide the information required by this Item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our
consolidated financial statements and the related notes to the financial statements called for by this item appear beginning with the
Table of Contents on Page F-1 at the end of this Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the Principal Executive and Accounting Officer, as appropriate to allow timely decisions
regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance
that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or
improper use, to permit the preparation of our consolidated financial statements in conformity with United States generally accepted
accounting principles.

 In
connection with the preparation of this Annual Report, management, with the participation of our Principal Executive and Accounting Officers,
has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive and Accounting Officers concluded that, as of December
31, 2023, our disclosure controls and procedures were not effective as set forth below.

 Management's
Assessment of Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our Principal
Executive and Financial Officer, and effected by the Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being
made only in accordance with authorizations of our management and Board of Directors, and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the
financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies and procedures may deteriorate. Management conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal
control over financial reporting was not effective as of December 31, 2023 due to the material weaknesses identified below.

 A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 Material Weaknesses in Internal Controls

 We did not maintain effective controls over the segregation of duties as a result of being a small company, and
over information technology ("IT") general controls used in the financial reporting processes. Specifically, we did not maintain
effective controls over information technology (IT) general controls for information systems that are relevant to the preparation of our
financial statements with respect to user provisioning and deprovisioning and cybersecurity. These IT deficiencies did not result in a
misstatement to our financial statements, however, the deficiencies could impact the effectiveness of IT-dependent controls that could
result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

in Internal Control over Financial Reporting

the quarter ended December 31, 2023, there were no material changes in our internal controls over financial reporting, or in other factors
that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Inherent
Limitations of Controls

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.

 ITEM
9B. OTHER INFORMATION

the Company's fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement.

 LVH
Holdings LLC

 As
previously disclosed on June 16, 2021, the Company, through its wholly owned subsidiary, Gaucho Ventures I – Las Vegas, LLC ("GVI"),
entered into the Amended and Restated Limited Liability Company Agreement of LVH Holdings LLC ("LVH"); on November 16, 2022,
entered into the First Amendment to the Amended and Restated Limited Liability Company Agreement of LVH; on June 7, 2022, entered into
the Second Amendment to the Amended and Restated Limited Liability Company Agreement of LVH; and on December 12, 2022, entered into the
Third Amendment to the Amended and Restated Limited Liability Company Agreement of LVH.

 On
June 30, 2023, the Company, through GVI, executed a Fourth Amendment to the Amended and Restated Limited Liability Company Agreement
of LVH to extend the outside date for execution of the ground lease from June 30, 2023 to December 29, 2023.

 On
September 27, 2023, the Company, through GVI, executed a Letter Agreement regarding LVH by and between the Company, SLVH LLC, a Delaware
limited liability company ("SLVH"), and Timberline Development Partners LLC, a Texas limited liability company ("Timberline"),
to suspend its business operations, terminate the development agreement with Timberline, distribute all of its available cash in excess
of an agreed reserve, waive the provision requiring dissolution of LVH if no ground lease is signed, and release and terminate certain
obligations of the members or their affiliates to contribute capital or perform services to or for the benefit of LVH.

 As
of the date of this Annual Report, GVI and SLVH LLC comprise all of the members of LVH.

 Stockholder
Meetings

 On
May 8, 2023, the Company held a Special Meeting of Stockholders, and the stockholders approved, a measure for purposes of complying with
Nasdaq Listing Rule 5635(d), the full issuance and exercise of shares of our common stock to be issued pursuant to the 2023 SPA.

 On
August 24, 2023, the Company held its annual general stockholder meeting at 12:00 p.m. Eastern Time (the "2023 AGM"). A quorum
was present for the 2023 AGM.

 At
the Company's 2023 AGM, the stockholders: (i) elected two (2) Class III nominees to the board of directors (Scott Mathis and William
Allen) to hold office for a three-year term; (ii) granted the Board of Directors discretion (if necessary to prevent the delisting of
the Company's common stock on Nasdaq) on or before June 30, 2024, to implement a reverse stock split of the outstanding shares
of common stock in a range from one-for-two (1:2) up to one-for-ten (1:10), or anywhere between, while maintaining the number of authorized
shares of common stock required for Nasdaq listing; (iii) approved on an advisory basis, the Compensation of the Company's named
executive officers; (iv) approved consistent with the Board of Directors' initial recommendation, for the Company to conduct an
advisory vote on the compensation of the Company's named executed officers every three years until the next vote on the frequency
of advisory votes on executive compensation; and (v) ratified and approved the appointment of Marcum LLP as the Company's independent
registered accounting firm for the year ended December 31, 2023.

 On
February 29, 2024, at the Special Meeting of the Stockholders of the Company, the stockholders: (i) approved, for purposes of complying
with Nasdaq Listing Rule 5635(d), the full issuance of shares of our common stock pursuant to the ELOC, without giving effect to the
19.99% cap provided under Nasdaq Listing Rule 5635(d); (ii) granted the Board of Directors discretion (if necessary to prevent the delisting
of the Company's common stock on Nasdaq) on or before June 30, 2024, to implement a reverse stock split of the outstanding shares
of common stock in a range from one-for-two (1:2) up to one-for-ten (1:10), or anywhere between, while maintaining the number of authorized
shares of common stock at 150,000,000 shares, as required for Nasdaq listing; (iii) approved the full issuance of shares of our common
stock to be issued in a private placement of common stock for gross proceeds of up to $7.2 million pursuant to Rule 506(b) of the Securities
Act of 1933; and (iv) declined to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of
our common stock to be issued in a private placement of common stock for gross proceeds of up to $7.2 million pursuant to Rule 506(b)
of the Securities Act of 1933, as amended, without giving effect to the 19.99% cap provided under Rule 5635(d). The stockholders did
not approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance and exercise of shares of our common stock
to be issued pursuant to the 2023 Note Documents by and between the Company and 3i.

 Promissory
Notes

 On
January 9, 2023, the Company entered into a series of promissory notes for gross proceeds of $185,000 bearing interest at 8% per annum.
No payments are due until the maturity date, which is January 9, 2024. The Company repaid principal in the amount of $100,000 on February
22, 2024, and the lender has agreed to being paid $50,000 and $35,000 during March and April, respectively.

 2023
Convertible Note

February 5, 2024, pursuant to the 2023 Note, 3i elected to increase the cap on its beneficial ownership of the Company from 4.99% to
9.99% per Section 3(d)(i) of the 2023 Note (the "Maximum Percentage") by providing written notice to the Company. Such increase
in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

 On
February 16, 2024, the Company filed a complaint in the United States District Court for the District of Delaware alleging 3i, LP, 3i
Management LLC, and Maier Joshua Tarlow engaged in an unlawful securities transaction with the Company as an unregistered dealer under
U.S. securities laws in connection with the 2023 Note Documents.

 On
February 22, 2022, the Company received notice from Tumim Stone Capital of its election to terminate the ELOC. While the notice to terminate
stated that it was effective immediately, Section 8.2 of the Purchase Agreement requires at least 10 Trading Days prior written notice.
Therefore, the Company will treat the ELOC as being terminated by Tumim effective March 7, 2024. No early termination penalties are incurred
by either party under the ELOC.

 On
February 21, 2024, the Company received an Event of Default Redemption Notice from 3i providing notice of Events of Default arising under
the 2023 Note Documents and demanding immediate payment of the Event of Default Redemption Price equal to a minimum of $3,437,646.

 On
February 28, 2024, the Company received a second Event of Default Redemption Notice from 3i providing notice of an additional Event of
Default arising under the 2023 Note Documents, and demanding immediate payment of the Event of Default Redemption Price equal to a minimum
of $3,450,711.

 On
February 29, 2024, at the Special Meeting of the Stockholders of the Company, the stockholders: (i) approved, for purposes of complying
with Nasdaq Listing Rule 5635(d), the full issuance of shares of our common stock pursuant to the ELOC, without giving effect to the
19.99% cap provided under Nasdaq Listing Rule 5635(d); (ii) granted the Board of Directors discretion (if necessary to prevent the delisting
of the Company's common stock on Nasdaq) on or before June 30, 2024, to implement a reverse stock split of the outstanding shares
of common stock in a range from one-for-two (1:2) up to one-for-ten (1:10), or anywhere between, while maintaining the number of authorized
shares of common stock at 150,000,000 shares, as required for Nasdaq listing; (iii) approved the full issuance of shares of our common
stock to be issued in a private placement of common stock for gross proceeds of up to $7.2 million pursuant to Rule 506(b) of the Securities
Act of 1933; and (iv) declined to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of
our common stock to be issued in a private placement of common stock for gross proceeds of up to $7.2 million pursuant to Rule 506(b)
of the Securities Act of 1933, as amended, without giving effect to the 19.99% cap provided under Rule 5635(d). The stockholders did
not approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance and exercise of shares of our common stock
to be issued pursuant to the 2023 Note Documents by and between the Company and 3i.

 On
March 6, 2024, the Company received an Event of Default notice from 3i regarding an Event of Default arising under the Note Documents
for failure to cure a Conversion Failure for a Conversion Notice submitted by 3i on February 20, 2024, and demanding immediate payment
of the Event of Default Redemption Price equal to a minimum of $3,460,510.

 Private
Placement of Common Shares with Anti-Dilution Rights

 On
February 2, 2024, pursuant to the Private Placement, the Company issued a total of 121,557 shares of common stock for gross proceeds
of $72,934 at $0.60 per share.

 On
February 6, 2024, pursuant to the Private Placement, the Company issued a total of 50,000 shares of common stock for gross proceeds of
$30,000 at $0.60 per share.

 On
February 13, 2024, pursuant to the Private Placement, the Company issued a total of 633,333 shares of common stock for gross proceeds
of $380,000 at $0.60 per share.

 On
February 16, 2024, pursuant to the Private Placement, the Company issued a total of 1,000,000 shares of common stock for gross proceeds
of $600,000 at $0.60 per share.

 On
March 1, 2024, pursuant to the Private Placement, the Company issued a total of 400,000 shares of common stock for gross proceeds of
$240,000 at $0.60 per share.

 On April 11, 2024, pursuant to the Private Placement,
the Company issued a total of 166,667 shares of common stock for gross proceeds of $100,000 at $0.60 per share.

 As
announced in our Current Report on Form 8-K filed with the SEC on March 1, 2024, on February 29, 2024, the stockholders of the Company
approved, for purposes of Nasdaq Rule 5635(d), the full issuance of shares of our common stock to be issued in a private placement of
common stock for gross proceeds of up to $7.2 million pursuant to Rule 506(b) of the Securities Act of 1933, as amended (the "Securities
Act").

 Each
investor in the Private Placement has certain anti-dilution protections for a period of 18 months following each closing of the Private
Placement. If, during the 18-month period following each closing of the Offering, the Company issues or sells any shares of common stock
of the Company (a "Dilutive Issuance"), then each participant in the Private Placement will automatically be issued such
number of shares of common stock as is necessary to maintain the percentage ownership that such participant would have had if the Dilutive
Issuance had not occurred. With respect to the issuance of any securities to 3i pursuant to the 2023 Note Documents as a result of Dilutive
Issuances, the participant shall not be entitled to any additional Dilutive Issuances beyond the initial Dilutive Issuance. Further,
at such time that the participant disposes of its shares acquired in the Private Placement, all rights to any Dilutive Issuance shall
cease.

 On April 11, 2023, the Company issued a total of 47,637
shares of common stock at a price per share of $0.60 in connection with Dilutive Issuances.

 The
Private Placement is conducted pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated under
the Securities Act. The shares are only offered to a small select group of accredited investors, as defined in Rule 501 of Regulation
D, all of whom have a substantial pre-existing relationship with the Company and no general advertisement or solicitation was used. The
Company filed a Form D on December 15, 2023, amended on January 11, 2024, amended on February 12, 2024, and amended on April 17, 2024.

 Other
Issuances of Securities

 On January 22, 2024, the Company issued a total of 34,963 shares of common stock at $0.4224 per share in settlement
of its matching obligations for the year ended December 31, 2023 under the Company's 401(k) profit sharing plan for the benefit
of the Company's Chief Executive Officer and Chief Financial Officer.

 On
February 7, 2024, in connection with the vesting of RSUs on December 31, 2023, certain of the Company's employees, consultants
and advisors received a total of 18,410 shares pursuant to RSUs issued under the 2018 Equity Incentive Plan with a grant date value of
$11.60 per share. For this sale of securities, no general solicitation was used, no commissions were paid, all persons were accredited
investors, and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation
D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. A Form D was filed
with the SEC on March 30, 2023.

 On April 18, 2023, the Company received a deficiency
letter from the Nasdaq Listing Qualifications Department notifying the Company that, due to the Company's failure to timely file
its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC, the Company is not in compliance with Nasdaq's
continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic reports
with the SEC.

 On April 19, 2024, the Board of Directors of the Company,
as authorized by the stockholders of the Company, approved a reverse stock split of the Company's issued and outstanding shares
of common stock, par value $0.01 per share, at a ratio of 1-for-10 (the "Reverse Stock Split"). The Board of Directors of
the Company also approved an amended and restated Certificate of Incorporation (the "Certificate") to effect the Reverse Stock
Split. On April 24, 2024, the Company filed the Certificate with the Delaware Secretary of State with an effective date of 12:01 a.m.,
Eastern Time, on May 1, 2024. Please see our Current Report on Form 8-K as filed on April 29, 2024 for additional information.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE

 Our
management team is led by executives who have experience in real estate investment, hotel management, broker-dealer operations and identifying
and pursuing investment opportunities. The management team is assisted by the Company's key personnel and advisors, who together
with their experience and expertise are also discussed below.

 Name

 Age

 Entity

 Title

 Year
 Appointed

 Scott
 L. Mathis

 GGH

 Chairman,
 Class III Director, Chief Executive Officer, President

 April
 1999

 TAR

 Manager (1)

 2007

 APII

 Manager (1)

 March
 2009

 AWE

 Manager (1)

 July
 2007

 GGI

 Chairman,
 Chief Executive Officer, President

 September
 2016

 Maria
 I. Echevarria

 GGH

 Chief
 Financial Officer, Chief Operating Officer, Secretary, Treasurer and Compliance Officer

 April
 2015

 AEU

 Chief
 Financial Officer

 April
 2015

 GGI

 Chief
 Financial Officer, Treasurer and Secretary

 January
 2017

 Sergio
 O. Manzur Odstrcil

 TAR

 Chief
 Financial Officer, Chief Operating Officer (2)

 March
 2011

 APII

 Chief
 Financial Officer

 March
 2011

 AWE

 Chief
 Financial Officer, Chief Operating Officer (2)

 September
 2010

 Peter
 J.L. Lawrence

 GGH

 Class
 II Director

 April
 1999

 AEU

 November
 2009

 GGI

 November
 2018

 Reuben
 Cannon

 GGH

 Class
 I Director

 July
 2020

 Marc
 Dumont

 GGH

 Class
 I Director

 February
 2021

 William
 Allen

 GGH

 Class
 III Director (3)

 April
 2021

 (1)

 Translation
 of Argentine statutory corporate office.

 (2)

 Mr.
 Manzur Odstrcil was appointed Chief Operating Officer of TAR and AWE on April 11, 2015.

 (3)

 Mr.
 Allen left the Board of Directors effective December 31, 2023. Mr. Allen did not resign due to any disagreement with the Company
 on any matter relating to its operations, policies or practices.

 Executive
Officers

 Scott
L. Mathis. Mr. Mathis is the founder of GGH and has served as Chief Executive Officer and Chairman of the Board of Directors since
its inception in April 1999. Mr. Mathis is also the founder and, CEO and Chairman of the Board of Directors of GGI. Mr. Mathis has over
five years' experience serving as Chief Executive Officer and Chairman of the Board of Directors of Mercari Communications Group,
Ltd., a public company. Mr. Mathis is also the founder, Chief Executive Officer, and Chairman of IPG, AGP and various other affiliated
entities of GGH. Since July 2009, Mr. Mathis has served as the Chief Executive Officer and Chairman of Hollywood Burger Holdings, Inc.,
a company he founded which is developing Hollywood-themed American fast food restaurants in Argentina and the United States. Since June
2011, Mr. Mathis has also served as the Chairman and Chief Executive Officer of InvestBio, Inc., a former subsidiary of GGH that was
spun off in 2010. Including his time with GGH and its subsidiaries, Mr. Mathis worked for over 25 years in the securities brokerage field.
From 1995-2000, he worked for National Securities Corporation and The Boston Group, L.P. Before that, he was a partner at Oppenheimer
and Company and a Senior Vice President and member of the Directors Council at Lehman Brothers. Mr. Mathis also worked with Alex Brown
& Sons, Gruntal and Company, Inc. and Merrill Lynch. Mr. Mathis received a Bachelor of Science degree in Business Management from
Mississippi State University. The determination was made that Mr. Mathis should serve on GGH's Board of Directors due to his executive
level experience working in the real estate development industry and in several consumer-focused businesses. He has also served on the
board of directors of a number of non-public companies in the biotechnology industry.

 Maria
I. Echevarria. In April 2015, the Board of Directors of GGH appointed Ms. Echevarria as the Company's Chief Financial Officer
and Secretary. On January 3, 2017, Ms. Echevarria was appointed as Chief Financial Officer, Treasurer and Secretary of Gaucho Group,
Inc. She joined the Company as Corporate Controller in June 2014 and had primary responsibility for the Company's corporate consolidation,
policies and procedures as well as financial reporting for SEC compliance, coordinating budgets and projections, preparing financial
presentations and analyzing financial data. Ms. Echevarria has over 15 years of experience in Accounting, Compliance, Finance, Information
Systems and Operations. Her experience includes SEC reporting and financial analysis, and her career accomplishments include developing
and implementing major initiatives such as SOX, BSA and AML reporting and valuation of financial instruments. Prior to her employment
with the Company, Ms. Echevarria served as Director of Finance and Accounting for The Hope Center, a nonprofit, from 2008 to June 2014
overseeing Finance, Information Systems and Operations. From 2001 through 2008 she served as a Quality Control and Compliance Analyst,
Financial Analyst, and Accounting Manager for Banco Popular in San Juan, Puerto Rico, where she specialized in Mortgage Quality Control,
Compliance, Financial Analysis and Mortgage Accounting, and corresponding with the FHA, VA and other mortgage guarantors. Ms. Echevarria
also coordinated audits and compliance programs related to reporting, remittances, escrow accounting and default management for Fannie
Mae, Freddie Mac and other private investors. She has developed and taught accounting courses for Herzing University, and currently serves
as an adjunct faculty member at Southern New Hampshire University. She is a CPA, licensed in New Jersey and Puerto Rico, and holds a
B.B.A. in Accounting from the University of Puerto Rico and an MBA in Business from University of Phoenix. Mrs. Echevarria was born and
raised in Puerto Rico and is fluent in Spanish and English.

 Additional
Key Personnel

 Sergio
O. Manzur Odstrcil. Mr. Odstrcil is Chief Financial Officer ("CFO") and Chief Operating Officer ("COO") of
Algodon Mansion & Algodon Wine Estates. Mr. Manzur Odstrcil is an Argentina Certified Public Accountant whose professional experience
includes administration and management positions with companies in Argentina, Brazil, Mexico and Chile. As CFO and COO for all of GGH's
Argentine subsidiaries, he is responsible for day-to-day management including financial planning and analysis, overseeing the implementation
of financial strategies for the corporation, and for ensuring prudent corporate governance. Prior to joining GGH, Mr. Manzur Odstrcil
was the Administration and Finance Director for Bodega Francois Lurton since May 2007, where he was responsible for the design and development
of a financial debt strategy and negotiations with banks and strategic suppliers to obtain credits. He was also responsible for the organization
of new funding to the company for $4 million and also served as a member of the company's executive committee. From March 2002
to September 2006 he previously held the position of Country Controller for the Boston Scientific Corporation (BSC) in Chile, and prior
to that he served as Controller for Southern Cone BSC in Buenos Aires and Mexico City. He also served as Senior Financial Analyst for
BSC's Latin American Headquarters in Buenos Aires, as well as in Sao Paulo, Brazil, and prior to that he served as BSC's
Accountant Analyst in Buenos Aires. Mr. Manzur Odstrcil began his career at Cerveceria y Malteria Quilmes in Argentina from 1997 to 1998.
He obtained his MBA at INCAE in Costa Rica in 1996, and received his CPA from the Universidad Nacional de Tucum n, San Miguel
de Tucum n, Argentina in 1994.

 Directors

 Peter
J.L. Lawrence. Mr. Lawrence has served as a director of GGH since July 1999. The Board has determined that he is a valuable member
of the Board due to his experience as an investor in smaller public companies and service as a director for a number of public companies.

 Specifically,
Mr. Lawrence was from 2000 to 2014 a director of Sprue Aegis plc, a U.K. company traded on the London Stock Exchange that designs and
sells smoke and carbon monoxide detectors for fire protection of domestic and industrial premises in the U.K. and Europe. In the same
period he also served as Chairman of Infinity IP, a private company involved with intellectual property and distribution in Australasia;
and director of Hollywood Burger Holdings, Inc. From 1970 to 1996, Mr. Lawrence served as Chairman of Associated British Industries plc,
a holding company of a group of chemical manufacturers making car engine and aviation jointings and sealants both for OEM and after markets,
specialty waxes and anti-corrosion coatings for the automotive, tire and plastics industries in U.K, Europe and USA.

 Mr.
Lawrence has additional experience as a director of a publicly-traded company by serving as a director of Beacon Investment Trust PLC,
a London Stock Exchange-listed company from 2003 to June 2010. Beacon invested in small and recently floated companies on the Alternative
Investment Market of the London Stock Exchange. Mr. Lawrence served on the investment committee of ABI Pension fund for 20 years as well
as the investment committee of Coram Foundation Children Charity founded in 1739 as the Foundling Hospital from 1977 to 2004. He received
a Bachelor of Arts in Modern History from Oxford University where he graduated with honors.

 Reuben
Cannon. Mr. Cannon has been a stockholder of the Company for several years and is a producer and casting director who has helped
shape and guide some of the most critically acclaimed film and television projects in Hollywood during the past 30 years. The Company
believes Mr. Cannon is uniquely qualified to serve as a director of the Company because of running his successful long-term business
in Hollywood and connections to promote the Company's luxury brand goods.

 Mr.
Cannon worked at Universal Studios from 1970 to 1978, eventually becoming a casting director. He also was the head of television casting
for Warner Brothers from 1977 to 1978. In 1978, Mr. Cannon started his own casting agency called Reuben Cannon & Associates. His
agency has cast nearly one hundred television series and films. Projects include "The Color Purple" (11 Oscar nominations),
"Columbo," "Alfred Hitchcock Presents," "The A Team," the 1990s remake of "Perry Mason",
the Emmy-Award winning comedy series "The Bernie Mac Show," "My Wife and Kids," and "Boondocks."
Producing credits include "The Women of Brewster Place" and "Brewster Place" (in collaboration with Oprah Winfrey),
"Down in the Delta" (directed by Dr. Maya Angelou), and "Get on the Bus" (with Spike Lee). In 2004, Mr. Cannon
formed a production alliance with Tyler Perry Studios and is currently Executive Producer for Tyler Perry's "House of Payne."
In addition to two Emmy nominations, he has received numerous awards including an Honorary Doctorate of Human Letters from Morehouse
College, and the "Behind the Lens Award" for outstanding contributions in entertainment in the areas of film and television.
He has been credited with launching the careers of many of today's major film and television stars. He is also a producer in both
film and television. Mr. Cannon attended Southeast City College.

 Marc
Dumont. Mr. Dumont became a director of the Company upon the listing of our common stock to Nasdaq on February 16, 2021. He
is an Independent Investment Banker and International Financial Consultant. He is also Chairman and CEO of Ch teau de Messey Wineries,
Meursault, France. Mr. Dumont previously served as the President of PSA International SA (a PSA Peugeot Citroen Group company) from January
1981 to March 1995. He consults and advises international clients in Europe and Asia, as well as the United States. He is also the Chairman
of Sanderling Ventures (a European affiliate of a U.S. venture capital firm) since 1993, managing five biotechnology funds. Mr. Dumont
is also a Board member of Lightwave Systems Inc., Santa Barbara, California (since 1997) and Caret Industries, Oxnard, California (since
1995) and a Board member of SenesTech, Inc. since 2016. He has served on many other boards including Finterbank Zurich, Banque Internationale
a Luxemborg, Xiphias International Investment Fund Limited (an alternative investment fund), and also Irvine Sensors Corporation where
he was member/Chairman of their Audit, Nominating, and Corporate Governance, and Compensation Committees. Mr. Dumont holds a Degree in
Electrical Engineering and Applied Economics from the University of Louvain, Belgium and an MBA from the University of Chicago. The Company
believes Mr. Dumont is uniquely qualified to serve as a director of the Company because of his background in finance, the wine industry,
and diverse experience as a board member for multiple companies.

 William
Allen. Mr. Allen became a director of the Company on April 29, 2021. Mr. Allen is a well-respected leader within the restaurant industry.
The Company believes Mr. Allen is uniquely qualified to serve as a director of the Company given his unique blend of executive acumen,
which includes experience in start-ups, turn-arounds, leveraged buyouts, and acquisitions. As Co-Founder of Fleming's Prime Steakhouse
& Wine Bar and former Chief Executive Officer and Chairman of OSI Restaurant Partners (Bloomin' Brands), Mr. Allen has been
instrumental in building restaurant companies for over twenty-five years.

 In
the past five years, Mr. Allen has been a consultant or served in an advisory role with Orange County Vibe, PDQ, Butterfly PE, and L.
Catterton PE. He has also served on the board of directors of Habit Burger, Bruxie, Paul Martin's American Bistro, Founders Table,
Punch Bowl Social, Modern Market, Whiskey Cake Holdings, Uncle Julio's, Hopdoddy and Velvet Taco.

 Bill
served for five years as the CEO of OSI Restaurant Partners (Bloomin' Brands), a portfolio of casual dining brands including Outback
Steakhouse, Carrabba's Italian Grill, Fleming's Prime Steakhouse & Wine Bar, and Bonefish Grill. Bloomin' Brands.
Most notable, Mr. Allen was responsible for taking OSI private in a $3.9 Billion transaction which was approved by the OSI shareholders
in June 2007. He retired in November of 2009 and served as Chairman of the Board and trusted advisor to the current CEO, Elizabeth Smith,
until 2011.

 Prior
to his appointment as CEO of OSI Restaurant Partners, Mr. Allen was involved in the creation and expansion of Fleming's Prime Steakhouse
& Wine Bar with his Partner and Co-Founder, Paul Fleming. He served as President and CEO for La Madeleine French Bakery and Caf
and Koo KooRoo. He was also Vice-President and Partner for Restaurant Enterprises Group, a multi-concept group. He spent 10 years with
the Marriott Corporation, where he rose through the ranks from general manager to senior vice-president.

 Mr.
Allen has also acted as an investor, advisor, and Board member to a wide portfolio of established and early-stage growth companies to
include: Fleming's Steakhouse, Mendocino Farms, Piada, Protein Bar, Dig Inn, Lemonade, TE2, Omnivore, Pepper Technology, Studio
Movie Grill, Just Food for Dogs, Tender Greens, Relevant, Barcelona and Bar Taco, The Laser Spine Institute, PDQ, Cobalt, Matchbox Pizza,
Punch Bowl Social, Proper Foods, and Boqueria. Mr. Allen attended Rider University in Lawrence Township, New Jersey for undergraduate
studies.

 Family
Relationships

 There
are no family relationships among any of our executive officers and any current or proposed directors.

 Term
of Office

 At
the Company's 2023 annual general stockholders' meeting on August 30, 2022, Dr. Moel and Ms. Rodriguez did not stand for
re-election and Mr. Mathis and Mr. Allen were both re-elected as Class III directors (their terms expiring at the Company's 2026
annual meeting of stockholders). Effective December 31, 2023, Mr. Allen resigned as a member of the Board of Directors. Mr. Allen did
not resign due to any disagreement with the Company on any matter relating to its operations, policies or practices. In addition to Mr.
Mathis, the following directors continue to serve the Company: Mr. Lawrence as a Class II director (his term expires at the Company's
2024 annual meeting of stockholders) and Messrs. Cannon and Dumont as Class I directors (their term expires at the Company's 2025
annual meeting of stockholders). All directors will hold office until such director's term has expired and until such director's
successor is elected and qualified or until such director's earlier resignation or removal.

 Involvement
in Certain Legal Proceedings

the past ten years, except as provided below, none of the persons serving as executive officers and/or directors of the Company has been
the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation
S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or
decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities
law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire
fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity.
Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

 FINRA
Enforcement Action (2004-2015): In May 2007, InvestPrivate (now known as DPEC Capital), Scott Mathis and two other InvestPrivate
officers entered into a settlement of a disciplinary action filed in May 2004 by the NASD (now known as the Financial Industry Regulatory
Authority, Inc. ("FINRA")), the regulatory body that had primary jurisdiction over InvestPrivate. As part of the settlement,
the NASD expressly withdrew numerous allegations and charges, and also resolved almost all of the remaining charges in the case. Mr.
Mathis received a 30-day suspension from acting in a principal capacity for InvestPrivate, and InvestPrivate was suspended for 60 days
from accepting new engagements to offer private placements. The settling parties paid fines totaling $215,000, and InvestPrivate was
also required to engage an independent consultant to evaluate InvestPrivate's practices and procedures relating to private placement
offerings, and to make necessary changes in response to the consultant's recommendations. While the settlement with the NASD resolved
most of the issues in the case, a few remaining charges were not resolved, namely, whether Mr. Mathis inadvertently or willfully failed
to properly make certain disclosures on his personal NASD Form U-4, specifically, the existence of certain federal tax liens on his Form
U4 during the years 1996-2002.

 In
December 2007, the FINRA Office of Hearing Officers ("OHO") held that Mr. Mathis negligently failed to make certain disclosures
on his Form U4 concerning personal tax liens, and to have willfully failed to make other required U4 disclosures regarding those tax
liens. (All of the underlying tax liabilities were paid in 2003 so the liens were released in 2003.) Mr. Mathis received a three-month
suspension, and a $10,000 fine for the lien nondisclosures. With respect to other non-willful late U4 filings relating to two customer
complaints, he received an additional 10-day suspension (to run concurrently) plus an additional $2,500 fine. The suspension was completed
on September 4, 2012, and all fines have been paid.

 Mr.
Mathis has never disputed that he failed to make or timely make these disclosures on his Form U4; he only disputed the willfulness finding.
He appealed the decision (principally with respect to the willfulness issue) to the FINRA National Adjudicatory Council ("NAC").
In December 2008, NAC affirmed the OHO decision pertaining to the "willful" issue, and slightly broadened the finding. Thereafter,
Mr. Mathis appealed the NAC decision to the Securities and Exchange Commission and thereafter to the U.S. Court of Appeals. In each instance,
the decision of the NAC was affirmed. While under FINRA's rules the finding that Mr. Mathis was found to have acted willfully subjects
him to a "statutory disqualification," in September 2012, Mathis submitted to FINRA an application on Form MC-400 in which
he sought permission to continue to work in the securities industry notwithstanding the fact that he is subject to a statutory disqualification.
That application was approved in Mr. Mathis' favor in April 2015. Mr. Mathis was at all times able to remain as an associated person
of a FINRA member in good standing. Subsequently, the Company expanded into other business opportunities and the broker dealer subsidiary
(DPEC Capital, Inc.) was no longer necessary to the Company's operations. Therefore, Mr. Mathis voluntarily ceased all activities
at the Company's broker-dealer subsidiary (DPEC Capital, Inc.), and voluntarily terminated his registration with FINRA in December
2016, when DPEC Capital, Inc. elected to discontinue its operations and filed a Notice of Withdrawal as a Broker or Dealer on Form BDW.

 Corporate
Governance

 In
considering its corporate governance requirements and best practices, GGH looks to the Nasdaq Listed Company manual, which is available
through the internet at

 Board
Leadership Structure

 The
Board does not have an express policy regarding the separation of the roles of Chief Executive Officer and Board Chairman as the Board
believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and
the membership of the Board. The Board has not designated a lead independent director. Currently, Scott Mathis serves as both the Company's
Chief Executive Officer and Chairman of the Board. As Chief Executive Officer, Mr. Mathis is involved in the day-to-day operations of
the Company and also provides strategic guidance on the Company's operations. The Board believes Mr. Mathis's experience
and knowledge are valuable in the oversight of both the Company's operations as well as with respect to the overall oversight of
the Company at the Board level. The Board believes that this leadership structure is appropriate as Mr. Mathis is intimately knowledgeable
with the Company's current and planned operations.

 Role
of the Board and the Audit Committee in Risk Oversight

 While
management is charged with the day-to-day management of risks that GGH faces, the Board of Directors, and the Audit Committee of the
Board, have been responsible for oversight of risk management. The full Board, and the Audit Committee since it was formed, have responsibility
for general oversight of risks facing the Company. Specifically, the Audit Committee reviews and assesses the adequacy of GGH's
risk management policies and procedures with regard to identification of GGH's principal risks, both financial and non-financial,
and review updates on these risks from the Chief Financial Officer and the Chief Executive Officer. The Audit Committee also reviews
and assesses the adequacy of the implementation of appropriate systems to mitigate and manage the principal risks.

 Review
and Approval of Transactions with Related Parties

 The
Board of Directors adopted a policy to comply with Item 404 of Regulation S-K of the Exchange Act as well as the Nasdaq Rules requiring
that disinterested directors approve transactions with related parties which are not market-based transactions.

 Generally,
the Board of Directors will approve transactions only to the extent the disinterested directors believe that they are in the best interests
of GGH and on terms that are fair and reasonable (in the judgment of the disinterested directors) to GGH. Our policy is available on
our Company website at

 Audit
Committee

 The
Board of Directors established the Audit Committee on April 15, 2015 and revised the charter as of March 25, 2021. Effective upon the
uplisting of our common stock to Nasdaq on February 16, 2021, our Audit Committee charter complies with Section 3(a)(58)(A) of the Exchange
Act and Nasdaq Rule 5605. The Audit Committee was established to oversee the Company's corporate accounting and financial reporting
processes and audits of its financial statements. The members of our Audit Committee are Mr. Dumont, (chairperson) and Messrs. Lawrence
and Cannon. The Board of Directors determined that Messrs. Dumont, Lawrence, and Cannon are all independent under SEC Rule 10A-3(b)(1)
and Nasdaq Rule 5605(a)(2). The Board has determined that all current members of the Audit Committee are "financially literate"
as interpreted by the Board in its business judgment. No members of the Audit Committee have been qualified as an audit committee financial
expert, as defined in the applicable rules of the SEC because the Board believes that the Company's status as a smaller reporting
company does not require expertise beyond financial literacy.

 The
Audit Committee meets periodically with our independent accountants and management to review the scope and results of the annual audit
and to review our financial statements and related reporting matters prior to the submission of the financial statements to the Board.
In addition, the Audit Committee meets with the independent auditors at least on a quarterly basis to review and discuss the annual audit
or quarterly review of our financial statements.

 We
have established an Audit Committee Charter that deals with the establishment of the Audit Committee and sets out its duties and responsibilities.
The Audit Committee is required to review and reassess the adequacy of the Audit Committee Charter on an annual basis. The Audit Committee
Charter is available on our Company website at

 Nominating
Committee

 On
June 15, 2022, the Board approved the creation of a nominating committee of the Board and appointed Reuben Cannon as Chairperson of the
committee, with additional members Peter Lawrence and Marc Dumont. All three members of the committee are considered independent in compliance
with Nasdaq Rules 5065(a) and (e). The committee was established to carry out the responsibilities delegated by the Board relating to
the Company's director nominations process and procedures, developing and maintaining the Company's corporate governance
policies, and any related matters required by the applicable federal and state securities laws. On June 22, 2022, the Board approved
and adopted a Charter of the Nominating and Corporate Governance Committee to govern its membership and purpose.

Committee

 The
Board of Directors established the Compensation Committee effective upon the uplisting of our common stock to Nasdaq and amended the
Compensation Committee's charter effective March 25, 2021. In reliance on the exemption provided pursuant to Nasdaq Rule 5605(d)(2)(B),
the Compensation Committee consists of three independent directors and one non-independent director, all of whom are all non-employee
directors for purposes of Rule 16b-3 of the Exchange Act. As of July 21, 2023, Mr. Allen is no longer a member of the Compensation Committee
and the members of our Compensation Committee are Mr. Cannon (chairperson), and Messrs. Dumont, and Lawrence.

 Mr.
Allen has been deemed not to meet the definition of an independent director as defined in Rule 5605(a)(2) because he owns a 20% interest
in and is the Managing Member of SLVH LLC, ("SLVH"). SLVH is the Managing Member of LVH Holdings LLC ("LVH")
and the Company, through its wholly owned subsidiary Gaucho Ventures I – Las Vegas, LLC ("GVI") holds a minority membership
interest in LVH. Please see Item 13 for additional information.

 The
Board of Directors has, under exceptional and limited circumstances, determined that Mr. Allen's membership on the Compensation
Committee is required by the best interests of the Company and its stockholders because of his extensive experience in the leisure, hospitality,
and food service industry and public company experience as an officer and director. Pursuant to Rule 5605(d)(2)(B), Mr. Allen may not
serve longer than two years on the Compensation Committee and his term on the Compensation Committee will expire on or before July 21,
2023.

 The
compensation of our CEO and our CFO, Mr. Mathis and Ms. Echevarria, must be determined by the Compensation Committee and the CEO and
CFO may not be present during voting or deliberations for their compensation.

 The
Compensation Committee is also responsible for making recommendations to the Board of Directors regarding the compensation of other executive
officers, to review and administer our Company's equity compensation plans, to review, discuss, and evaluate at least annually
the relationship between risk management policies and practices and compensation, as well as oversee the Company's engagement with
stockholders and proxy advisors.

 Nasdaq
Rule 5605(d)(3) provides that the Compensation Committee may (in its discretion, not Board discretion) retain compensation consultants,
independent legal counsel, and other advisors. The independent directors acting as the compensation committee may decide to do so. Our
Compensation Committee Charter is available at our website:

 Advisory
Board

 The
Company's Advisory Board consists of Amrita Bhalla and Doug Casey.

 Amrita
Bhalla is an experienced global HR executive with a distinguished career spanning over two decades. As the Founder and Managing Director
of A.B. Consulting, established in 2015, Ms. Bhalla leads a thriving consultancy that specializes in HR advisory services. Her expertise
lies in empowering organizations to enhance performance, drive employee engagement, and boost profitability. A.B. Consulting has made
a significant global impact, catering to a diverse clientele across various sectors, with a particular focus on workforce development
and leadership initiatives in the Caribbean region (www.a-bconsulting.com). Ms. Bhalla's remarkable journey in the luxury hospitality
industry has seen her holding executive HR roles with renowned companies such as Four Seasons Hotels and Resorts, Oberoi Hotels and Resorts,
and Belmond Hotels. Throughout her career, she has traversed the globe, living and working in Canada, Bermuda, United Kingdom, Thailand,
and India, gaining invaluable global insights. A firm believer in strategic leadership and effective governance, Ms. Bhalla actively
serves on several boards, contributing her expertise to shape the success of various organizations. Notable board positions she currently
holds include the role of Board President for the Rosedale Moore Park Association (RMPA) in Toronto, Canada. She is also a Board Member
for the Caribbean Hospitality and Tourism Association Education Fund (CHTAEF), and Advisory Board Member for Women in Tourism and Hospitality
Canada (With.org). Ms. Bhalla also shares her knowledge and passion for the industry with future leaders. In 2015, she joined the Ted
Rogers School of Hospitality and Tourism, Toronto Metropolitan University, teaching Human Resources Management, Strategic Management
and Organizational Behaviour. Her academic qualifications complement her extensive professional experience. She holds a Masters in Industrial
Relations (MIR) and a Bachelor of Arts (Honours) from Queens University, Canada.

 Doug
Casey is a world-renowned investor and author of six books; his "Crisis Investing" was on the New York Times bestseller
list for 29 weeks, including 11 weeks at #1. His third book, Strategic Investing, reached #7 on the NYT list. His most recent books are
"Totally Incorrect" and "Right on the Money." Mr. Casey is currently completing a series of six novels; the first,
"Speculator" is soon to be released. He has been a featured guest on hundreds of radio and TV shows, including David Letterman,
Merv Griffin, Charlie Rose, Phil Donahue, Regis Philbin, Maury Povich, NBC News and CNN, and has been the topic of numerous features
in periodicals such as Time, Forbes, People and the Washington Post. He is also the founder of the Eris Society, a non-profit organization
that for 30 years brought together hundreds of the world's leading thinkers on a wide range of eclectic topics related to the arts,
sciences, technology, finance and medicine. His firm, Casey Research, LLC, publishes a variety of publications and web sites with a combined
weekly audience in excess of 300,000 individuals, largely high-net-worth investors with an interest in resource-development and international
real estate. Mr. Casey has visited over 145 countries, most of them several times, and has lived in ten. He has been active in polo,
skydiving, martial arts, scuba, auto racing and competitive shooting. He lives mainly in Cafayate Argentina, Punta del Este Uruguay,
and Aspen Colorado.

 Code
of Business Conduct and Ethics and Whistleblower Policy

 On
March 24, 2015, our Board of Directors adopted a Code of Business Conduct and Whistleblower Policy effective April 15, 2015 and amended
on March 25, 2021 (the "Code of Conduct"). Our Code of Conduct is applicable to all of the Company's and its subsidiaries'
employees, including the Company's Chief Executive Officer, Chief Financial Officer and Chief Compliance Office. The Code of Conduct
contains written standards that are designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest; full, fair, accurate, timely and understandable public disclosures and communications, including
financial reporting; compliance with applicable laws, rules and regulations; prompt internal reporting of violations of the code; and
accountability for adherence to the code. A copy of our Code of Business Conduct and Whistleblower Policy of the Company is posted at
our website at

 Insider
Trading Policy and Policy on Trading Blackout Periods, Benefit Plans and Section 16 Reporting

 Our
Insider Trading Policy and policy on Trading Blackout Periods, Benefit Plans and Section 16 Reporting applies to all of our officers,
directors, and employees and provides strict guidelines as to restrictions on trading activity in the Company's stock. These policies
are posted at our website:

 Stockholder
Communications to the Board

 Stockholders
who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the
individual Board member c/o Secretary, Gaucho Group Holdings, Inc., 112 NE 41st Street, Suite 106, Miami, Florida 33137. The Company's
Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to the particular
member, the communication will be forwarded to a Board member to bring to the attention of the Board. The Company's Secretary will
review all communications before forwarding them to the appropriate Board member.

 Clawback Policy

 On November 27, 2023, and effective December 1, 2023, in accordance with
Nasdaq Rule 5608 and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, the Board adopted a policy to provide
for the recovery of erroneously awarded incentive-based compensation from executive officers (the "Clawback Policy"). The
Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive
officers as defined in the SEC rules in the event that we are required to prepare an accounting restatement. The recovery of such compensation
applies regardless of whether such officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting
restatement. Under the Clawback Policy, our board may recoup from such officers erroneously awarded incentive-based compensation received
within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table sets forth, for our named executive officers, the compensation earned in the years ended December 31, 2023 and 2022:

 Summary
 Compensation Table for Executive Officers

 Name
 and Principal Position

 Fiscal

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 ($) (2)

 ($)

 All
 Other
 ($)

 Total

 ($)

 Scott
 L. Mathis (1)

 2023

 480,160

 -

 -

 -

 11,286

 491,446

 Chairman
 of the Board and Chief Executive Officer

 2022

 479,651

 287,790

 188,825

 -

 -

 956,266

 Maria
 I Echevarria (3)

 2023

 250,357

 -

 -

 -

 19,050

 249,407

 Chief
 Financial Officer and Chief Operating Officer

 2022

 230,000

 92,000

 58,000

 -

 -

 380,000

 (1)

 On
 September 28, 2015, we entered into a new employment agreement with Scott Mathis, our CEO (the "Employment Agreement").
 Among other things, the agreement provides 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
 the 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 agreement,
 as amended by independent members of the Board of Directors, expires on December 31, 2022. All other terms of the agreement remain
 the same.

 (2)

 the grant date fair value of 162,780 restricted stock units awarded to the CEO and 50,000 restricted stock units awarded to the CFO
 on December 31, 2022 by the Board of Directors pursuant to the 2018 Equity Incentive Plan. The shares awarded are subject to vesting
 in exchange for services performed in fiscal year 2022. A third of the restricted stock units vested immediately on the grant date,
 December 31, 2022, and a third will vest on each of the following anniversaries, December 31, 2023 and 2024, respectively.

 (3)

 On
 December 14, 2022, we entered into a new employment agreement with Maria Echevarria, the Company's CFO, effective January 1,
 2022 for a two-year term to expire on December 31, 2024. The agreement provides an annual base salary of $230,000 in 2022, $250,000
 in 2023 and $275,000 for 2024, annual bonus eligibility, paid vacation and specified business expense reimbursements. Following termination
 for any reason, the employee 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 CFO for good reason,
 in accordance with the terms of the agreement. The agreement expires on December 31, 2024. Thereafter, the agreement will automatically
 renew for one-year terms unless either party terminates the agreement with prior notice.

Equity Awards at Fiscal Year End

 The
following table provides information as to option and restricted stock awards on a post-split basis granted by the Company and held by
each of the named executive officers of GGH as of December 31, 2023.

 Stock

 Name

 of
 Underlying
 Unexercised Options
 (#)

 of
 Underlying
 Unexercised Options
 Unexercisable
 (#)

 Exercise
 Price
 ($)

 Expiration
 Date

 Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

 Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)

 Scott L. Mathis

 (1)

 -
 (1)

 1/31/2024

 -
 (1)

 -

 1,228
 (2)

 -
 (2)

 7/7/2024

 -
 (2)

 -

 5,426

 (3)

 62,941

 Maria I. Echevarria

 (4)

 -
 (4)

 1/31/2024

 -
 (4)

 -

 (5)

 -
 (5)

 7/7/2024

 -
 (5)

 -

 1,666

 (6)

 19,325

 (1)

 On
 January 31, 2019, Mr. Mathis was granted an option to acquire 250 shares of the Company's common
 stock, of which 63 shares underlying the option vested on January 31, 2020, and 16 shares vested every three months thereafter
until fully vested as of January 31, 2023.

 (2)

 On
 July 8, 2019, Mr. Mathis was granted an option to acquire 1,228 shares of the Company's common
 stock, of which 307 shares underlying the option vested on July 8, 2020, and 77 shares vested every
 three months thereafter until fully vested as of July 8, 2023.

 (3)

 On
 December 31, 2022, Mr. Mathis was granted a restricted stock unit to acquire 16,278 shares of the Company's
 common stock, of which 5,426 shares underlying the RSU vested on December 31, 2022, 5,426 shares vested
 on December 31, 2023, and 5,426 vest on December 31, 2024.

 (4)

 On January 31, 2019, Ms. Echevarria was granted
 an option to acquire 42 shares of the Company's common stock, of which 11 shares underlying the option vested on January 31,
 2020, and 26 shares vested every three months thereafter until fully vested as of January 31, 2023.

 (5)

 On July 8, 2019, Ms. Echevarria was granted
 an option to acquire 87 shares of the Company's common stock, of which 22 shares underlying the option vested on January 31,
 2020, and 5 shares vested every three months thereafter until fully vested as of July 8, 2023.

 (6)

 On December 31, 2022, Ms. Echevarria was granted
 a restricted stock unit to acquire 5,000 shares of the Company's common stock, of which 1,667 shares underlying the RSU vested
 on December 31, 2022, 1,666 shares vested on December 31, 2023, and 1,666 vest on December 31, 2024.

 The
following table sets forth compensation received by our non-employee directors:

 Fees

 Earned or Paid in Cash

 Bonus

 Stock

 Awards (1)

 Total

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 Peter Lawrence
 (3)

 2023

 23,000

 -

 37,500

 -

 60,500

 2022

 34,167

 -

 -

 139,790

 Steven A. Moel (2)

 2023

 -

 -

 -

 -

 -

 2022

 28,473

 -

 -

 134,096

 Reuben Cannon (4)

 2023

 25,500

 -

 37,500

 -

 63,000

 2022

 36,500

 -

 -

 142,123

 Marc Dumont (5)

 2023

 26,500

 -

 37,500

 -

 64,000

 2022

 36,667

 -

 -

 142,290

 Edie Rodriguez (2)

 2023

 -

 -

 -

 -

 -

 2022

 27,973

 -

 -

 133,596

 William Allen (6)

 2023

 26,500

 -

 37,500

 -

 64,000

 2022

 33,500

 -

 -

 139,123

 (1)

 the aggregate grant date fair value of 387 restricted stock units granted to each director for the first half of 2022 on June 7,
 2022 and 387 restricted stock units granted to each director on August 11, 2022 as compensation for the second half of fiscal year
 2022.

 (2)

 At
 the Company's annual stockholder meeting held on August 30, 2022, Dr. Moel's and Mrs. Rodriguez's terms expired,
 and neither was re-elected. As a result, Dr. Moel's and Mrs. Rodriguez's service as directors terminated and each director
 was paid approximately $4,144 in fees and awarded 1,284 shares on a pro-rata basis for the $12,500 in base cash compensation and
 387 restricted stock units awarded as compensation for the second half of fiscal year 2022.

 (3)

 As
 of December 31, 2023, Mr. Lawrence held options to acquire 168 shares of the Company's common stock, of which 158 were vested
 and exercisable.

 (4)

 As
 of December 31, 2023, Mr. Cannon held options to acquire 56 shares of the Company's common stock, of which 46 were vested and
 exercisable.

 (5)

 As
 of December 31, 2023, Mr. Dumont held options to acquire 84 shares of the Company's common stock, of which 74 were vested and
 exercisable.

 (6)

 As
 of December 31, 2023, Mr. Allen held no options to acquire shares of the Company's common stock. Mr. Allen resigned as a member
 of the Board of Directors effective December 31, 2023. Mr. Allen did not resign due to any disagreement with the Company on any matter
 relating to its operations, policies or practices.

 Summary
of the Company's Equity Incentive Plans

Plan Information

 On
July 27, 2018, the Board of Directors determined that no additional awards shall be granted under the Company's 2008 Equity Incentive
Plan, as amended (the "2008 Plan") or the 2016 Stock Option Plan (the "2016 Plan"), and that no additional shares
will be automatically reserved for issuance on each January 1 under the evergreen provision of the 2016 Plan.

 On
July 27, 2018, the Board of Directors adopted the 2018 Equity Incentive Plan (the "2018 Plan"), which was approved by the
Company's shareholders on September 28, 2018. The 2018 Plan provides for grants for the purchase of up to an aggregate of 834 including
incentive and non-qualified stock options, restricted and unrestricted stock, loans and grants, and performance awards. The number of
shares available under the 2018 Plan will automatically increase on January 1 of each year by the amount equal to 2.5% of the total number
of shares outstanding on such date, on a fully diluted basis. Further, any shares subject to an award issued under the 2018 Plan, the
2016 Plan or the 2008 Plan that are canceled, forfeited or expired shall be added to the total number of shares available under the 2018
Plan.

 On
July 8, 2019, the stockholders approved an increase in the number of shares available for awards under the 2018 Plan to 2,999, plus an
increase every January 1 of each year by the amount equal to 2.5% of the total number of shares outstanding on such date, on a fully
diluted basis. Subsequently on July 8, 2019, the Board of Directors approved an increase in the number of shares available for awards
under the 2018 Plan to 33,039 plus an increase every January 1 of each year by the amount equal to 2.5% of the total number of shares
outstanding on such date, on a fully diluted basis.

 On
August 30, 2022, the stockholders approved the increase of the number of shares authorized to be awarded under the 2018 Equity Incentive
Plan to 25% of the Company's common stock outstanding on a fully diluted basis as of the date of stockholder approval, which was
84,803 shares. As of December 31, 2023, the number of shares of GGH's common stock available for issuance under the 2018 Equity
Incentive Plan is 16,453 shares.

 On
January 1, 2024, the number of shares available was increased by 234,193 shares pursuant to the automatic annual increase of 2.5% of
the total number of shares outstanding on a fully diluted basis, for a total of 250,645 shares available for awards under the 2018 Plan.

 Under
the 2018 Plan, awards may be granted to employees, consultants, independent contractors, officers and directors or any affiliate of the
Company as determined by the Board of Directors. The term of any award granted shall be fixed by the committee at the date of grant,
and the exercise price of any award shall not be less than the fair value of the Company's stock on the date of grant, except that
any incentive stock option granted under the 2018 Plan to a person owning more than 10% of the total combined voting power of the Company's
common stock must be exercisable at a price of no less than 110% of the fair market value per share on the date of grant.

 The
2018 Plan is administered and interpreted by the Company's compensation committee. The committee has full power and authority to
designate participants and determine the types of awards to be granted to each participant under the plan. The committee also has the
authority and discretion to determine when awards will be granted, the number of awards to be granted and the terms and conditions of
the awards and may adopt modifications to comply with laws of non-U.S. jurisdictions. The committee may appoint such agents as it deems
appropriate for the proper administration of the 2018 Plan.

 Participants
in the 2018 Plan consist of Eligible Persons, who are employees, officers, consultants, advisors, independent contractors, or directors
providing services to the Company or any affiliate of the Company as determined by the committee; however, incentive stock options may
only be granted to employees of the Company. Awards remain exercisable for a period of six months (but no longer than the original term
of the award) after a participant ceases to be an employee or the consulting services are terminated due to death or disability. All
restricted stock held by the participant becomes free of all restrictions, and any payment or benefit under a performance award is forfeited
and cancelled at time of termination unless the participant is irrevocably entitled to such award at the time of termination, where termination
results from death or disability. Termination of service as a result of anything other than death or disability results in the award
remaining exercisable for a period of one month (but no longer than the original term of the award) after termination and any payment
or benefit under a performance award is forfeited and cancelled at time of termination unless the participant is irrevocably entitled
to such award at the time of termination. All restricted stock held by the participant becomes free of all restrictions unless the participant
voluntarily resigns or is terminated for cause, in which event the restricted stock is transferred back to the Company.

 The
committee may amend, alter, suspend, discontinue or terminate the 2018 Plan at any time; provided, however, that, without
the approval of the stockholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made
that, absent such approval: (i) violates the rules or regulations of FINRA or any other securities exchange that are applicable to the
Company; (ii) causes the Company to be unable, under the Internal Revenue Code, to grant incentive stock options under the 2018 Plan;
(iii) increases the number of shares authorized under the 2018 Plan other than the 2.5% increase per year; or (iv) permits the award
of options or stock appreciation rights at a price less than 100% of the fair market value of a share on the date of grant of such award,
as prohibited by the 2018 Plan or the repricing of options or stock appreciation rights, as prohibited by the 2018 Plan.

Group, Inc. Equity Incentive Plan

 On
October 5, 2018, the Company, as the sole stockholder of GGI, and the Board of Directors of GGI approved the 2018 Equity Incentive Plan
(the "2018 Gaucho Plan"). The Company and the Board of Directors of GGI adopted the 2018 Gaucho Plan to promote long-term
retention of key employees of GGI and others who contribute to the growth of GGI.

 Up
to 800,000 shares of GGI's common stock is made available for grants of equity incentive awards under the 2018 Gaucho Plan. Authorized
shares under the 2018 Gaucho Plan may be subject to adjustment upon determination by the committee in the event of a corporate transaction
including but not limited to a stock split, recapitalization, reorganization, or merger.

 The
2018 Gaucho Plan includes two types of options, stock appreciation rights, restricted stock and restricted stock units, performance awards
and other stock-based awards. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended are referred to as incentive options. Options which are not intended to qualify as incentive options are referred to
as non-qualified options.

 As
of December 31, 2023, no options remain outstanding under the 2018 Gaucho Plan. While the 2018 Gaucho Plan is still in effect, GGI plans
to terminate the 2018 Gaucho Plan as a result of the acquisition by the Company of the remaining 21% interest in GGI in March 2022.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding our shares of common stock beneficially owned as of April 26, 2024, for (i)
each stockholder known to be the beneficial owner of more than 5% of our outstanding shares of common stock (ii) each named executive
officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares:
(a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person
has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants or convertible
debt. Shares underlying such options, warrants, and convertible promissory notes, however, are only considered outstanding for the purpose
of computing the percentage ownership of that person and are not considered outstanding when computing the percentage ownership of any
other person. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and
executive officers is exercised solely by the beneficial owner or shared by the owner and the owner's spouse or children.

 Security
Ownership of Certain Beneficial Owners and Management

 Name
 and Address of Beneficial Owner

 Position

 and Nature of Beneficial Ownership (1)

 Percent
 of Common Stock

 Scott L. Mathis, 1445 16th Street,
 Suite 403, Miami Beach, FL 33139

 Chairman, Class III Director,
 Chief Executive Officer, President

 69,558
 (2)

 <1.0
 %

 Maria Echevarria, 14 Benmore Ter., Bayonne,
 NJ 07002

 Chief Financial Officer, Chief Operating
 Officer, Secretary, Treasurer and Compliance Officer

 14,912
 (3)

 <1.0
 %

 Peter J.L. Lawrence, 5 Landsdowne Crescent,
 London WII 2NH, England

 Class II Director

 8,482
 (4)

 <1.0
 %

 Reuben Cannon, 280 S. Beverly Drive, #208,
 Beverly Hills, CA 90212

 Class I Director

 8,253
 (5)

 <1.0
 %

 Marc Dumont, 43 rue de la Pr taire,
 CH-1936, Verbier, Switzerland

 Class I Director

 9,519
 (6)

 <1.0
 %

 William Allen*, 23 Corporate
 Plaza Dr., Suite 150, Newport Beach, CA 92660

 Class III Director

 8,048
 (7)

 <1.0
 %

 All current directors, directors elect, director
 nominees, executive officers and named executive officers as a group (five persons)

 110,724
 (8)

 1.4
 %

 *

 Mr.
 Allen resigned as a director effective December 31, 2023. Mr. Allen did not resign due to any disagreement
 with the Company on any matter relating to its operations, policies or practices. His share ownership numbers are not included in the total for all current directors and officers.

 (1)

 Calculated
 in accordance with 1934 Act Rule 13d-3. Based on 7,963,839 shares of common stock issued and 7,963,810
 shares of common stock outstanding as of April 26, 2024.

 (2)

 of (a) 28,282 shares of our common stock owned by Mr. Mathis directly; (b) 2,594 shares owned by
 The WOW Group, LLC, of which Mr. Mathis is a controlling member; (c) 10,696 shares owned by Hollywood
 Burger Holdings, Inc.; (d) 26,758 shares owned by Mr. Mathis's 401(k) account; and (e) the
 right to acquire 1,228 shares of common stock subject to the exercise of options.

 (3)

 of (a) 4,099 shares of our common stock owned by Ms. Echevarria directly; (b) 10,726 shares owned
 by Ms. Echevarria's 401(k) account; and (c) 87 shares of our common stock issuable upon the
 exercise of stock options.

 (4)

 of (a) 8,342 shares of our common stock owned by Mr. Lawrence directly; (b) 6 shares owned by Mr.
 Lawrence and his spouse as trustees for the Peter Lawrence 1992 Settlement Trust; and (c) 134 shares
 of our common stock issuable upon the exercise of stock options.

 (5)

 of (a) 8,203 shares owned by Reuben Cannon Productions; and (b) 50 shares issuable upon the exercise
 of stock options.

 (6)

 of (a) 8,048 shares of our common stock owned by Mr. Dumont directly; (b) 1,171 shares held by Mr.
 & Mrs. Dumont and Patrick Dumont, JTWROS; (c) 250 shares held by Mr. Dumont and Catherine Dumont,
 JTWROS; and (d) 50 shares issuable upon the exercise of stock options.

 (7)

 of (a) 8,048 shares of our common stock owned by Mr. Allen directly.

 (8)

 of 110,724 shares of our common stock and 1,549 shares of our common stock issuable upon the exercise
 of stock options.

 Security
Ownership of Certain Beneficial Owners

 As
of April 26, 2024, the following persons who do not serve as an executive officer or director beneficially own more than 5% of its outstanding
common stock:

 Name
 and Address of

 Beneficial
 Owner

 and

 Nature
 of

 Beneficial

 Ownership
 (1)

 Percent
 of Common Stock

 John
 I. Griffin, 4221 Way Out West Dr., Suite 100, Houston, TX 77092

 1,540,067
 (2)

 19.3
 %

 Jerre
 Hills, 21005 Highway 30, Filer, ID 83328

 759,744
 (3)

 9.6
 %

 Ralph
 and Mary Rybacki, 21847 N. Tall Oaks Dr., Kildeer, IL 60047

 1,174,446
 (4)

 14.8
 %

 All
 5% beneficial owners, as a group

 3,474,924

 43.7
 %

 (1)

 Calculated in accordance with 1934 Act Rule 13d-3.
 Based on 7,963,839 shares of common stock issued and 7,963,810 shares of common stock outstanding as of April 26, 2024.

 (2)

 Consists of (a) 1,441,017 shares of common stock owned by Mr. Griffin directly, (b) 85,000 shares of common stock owned by JLAL Holdings Ltd., an entity wholly controlled by Mr. Griffin, (c) 14,000 shares of common stock issuable upon exercise of warrants held by JLAL Holdings Ltd., and (d) 50 shares of common stock issuable upon exercise of stock options.

 (3)

 Consists of 759,744 shares of common stock owned by Ms. Hills directly.

 (4)

 Consists of 1,174,446 shares of common stock owned by Mr. & Mrs. Rybacki.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The
following is a description of transactions during the last two fiscal years in which the transaction involved an amount that exceeded
the lesser of $120,000 or one percent of the average of the Company's total assets at year end and in which any of the Company's
directors, executive officers or holders of more than 5% of GGH common stock had or will have a direct or indirect material interest,
other than compensation which is described under "Executive Compensation."

 Transaction
 with LVH. As previously reported on our Current Report on Form 8-K filed on June
 17, 2021, the Company, through its wholly owned subsidiary Gaucho Ventures I – Las
 Vegas, LLC ("GVI") entered into the Amended and Restated Limited Liability Company
 Agreement (the "LLC Agreement") of LVH Holdings LLC ("LVH"). LVH
 was organized on May 24, 2021, with a sole member of SLVH LLC, a Delaware limited liability
 company ("SLVH"). William Allen, a former director of the Company, is the managing
 member of SLVH and holds a 20% membership interest in SLVH. GVI holds a minority interest
 in LVH, with the majority interest owned by SLVH.

 Transaction
 with and Ownership in Hollywood Burger Holdings, Inc. As previously reported on our Current Report on Form 8-K filed on
 August 31, 2021 and our Current Report on Form 8-K filed on February 25, 2022, on February 3, 2022, the Company, through its
 subsidiaries, acquired 100% of Hollywood Burger Argentina SRL, now Gaucho Development S.R.L., in exchange for issuing 10,696 shares
 of its common stock to Hollywood Burger Holdings, Inc. Mr. Mathis is a Chairman and CEO of an affiliate of the Company, Hollywood
 Burger Holdings, Inc., a private company. He also holds 45.4% of the outstanding shares of HBH. In addition, Ms. Echevarria is CFO
 of HBH and Messrs. Mathis and Cannon sit on the board of directors of HBH. Mr. Lawrence, who recently stepped down as a director of
 HBH, and Mr. Cannon, both hold minority interests in HBH. See Item 5 for more information.

 Transaction
 with and Ownership in Gaucho Group Holdings, Inc. As previously reported on our Current Report on Form 8-K filed on August
 31, 2021 and our Current Report on Form 8-K filed on March 21, 2022, on February 28, 2022, the Company, holding 79% of the common
 stock of Gaucho Group, Inc., a Delaware corporation and private company ("GGI") offered to purchase up to 526,651 shares
 of common stock of GGI in exchange for an aggregate of approximately 8,689 shares of common stock of the Company, upon the terms
 and subject to the conditions set forth in the Offer to Purchase and in the related Share Exchange and Subscription Agreement. The
 Company's CEO, Scott Mathis, is CEO, Chairman of the Board, and a stockholder of GGI. Additionally, the Company's current
 CFO, Maria Echevarria, is CFO of GGI; the Company's current director, Peter Lawrence and former director, Steven Moel, are
 directors of GGI; and the Company's current directors, Reuben Cannon and Marc Dumont, own nominal interests in GGI. As a result
 of the foregoing, this is considered a related party transaction. The stockholders of the Company approved this on August 26, 2021,
 with approval by the independent board of directors of the Company on February 8, 2022. A total of 8,689 shares were issued to the
 minority holders of GGI on March 28, 2022, of which 31 shares were issued to Mr. Mathis, 42 shares to Mr. Cannon, and 844 shares
 issued to Mr. Dumont held jointly with his daughter. See Item 5 for more information.

 Accounts
 receivable – related parties. On April 1, 2010, the Company entered into an expense sharing agreement ("ESA")
 with a related, but independent, entity under common management, Hollywood Burger Holdings, Inc. ("HBH"), to share expenses
 with GGH such as office space, support staff and other operating expenses. HBH is a private company founded by Scott Mathis which
 is developing Hollywood-themed fast-food restaurants in the United States. Mr. Mathis is Chairman and Chief Executive Officer of
 HBH, and Maria Echevarria is Chief Financial Officer. The ESA was amended on April 1, 2011 and last amended on December 27, 2019
 to reflect the current use of personnel, office space, professional services and additional general office expenses. Under this ESA,
 HBH owed approximately $1,047,000 and $1,116,000 as of December 31, 2023 and 2022, respectively. HBH plans to repay the intercompany
 loan in a period of 6 months with a new capital raise.

 Ownership
 in The WOW Group, LLC. Mr. Mathis is a managing member and holds a controlling interest in an affiliate of the Company, The
 WOW Group, LLC. Non-managing members include certain GGH consultants and GGH stockholders. The WOW Group's only asset is its
 interest in GGH as of December 31, 2023 and December 31, 2021.

Independence

 Our
Board of Directors has undertaken a review of its composition and the independence of each director. Based on the review of each director's
background, employment and affiliations, including family relationships, the Board of Directors has determined that three of our current
four directors (Peter J.L. Lawrence, Reuben Cannon, and Marc Dumont) are "independent" under the rules and regulations of
the SEC and Section 5062(a)(2) of the Nasdaq Rules. In making this determination, our Board of Directors considered the current and prior
relationships that each non-employee director has with the Company and all other facts and circumstances our Board of Directors deemed
relevant in determining their independence, including the beneficial ownership of the Company's capital stock. Mr. Mathis was not
deemed independent as a result of his service as our Chief Executive Officer, and his significant stock ownership. Mr. Allen was determined
as not independent as a result of his ownership in LVH, through SLVH, LLC. For more information, see Items 11 and 13 above.

 All
related party transactions must be approved by the independent directors of the Board. A transaction is deemed to be a related party
transaction if one or more of the directors, officers or holders of more than 5% of GGH common stock is involved and the transaction
exceeds the lesser of $120,000 or one percent of the average of the Company's total assets at year end. A related party transaction
will only be approved if the independent directors determine that the terms are fair and beneficial to the Company. This policy is not
written but the Board has repeatedly practiced this approval process.

 Indemnification
Agreements

 Our
Certificate of Incorporation requires us to indemnify our directors to the fullest extent permitted by Delaware law.

 Information
related to the independence of our directors is provided under the section titled "Directors, Executive Officers and Corporate
Governance."

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth the aggregate fees billed to us by Marcum, LLP, our independent registered public accounting firm, for the
years ended December 31, 2023 and 2022:

 2023

 2022

 Audit
 fees (1)

 $
 292,717

 $
 322,660

 Audit-related
 fees

 -

 -

 Tax
 fees

 -

 -

 $
 292,717

 $
 322,660

 (1)

 fees for services performed in connection with our public offering, the audit of the Company's consolidated financial statements
 for the fiscal years ended December 31, 2023 and 2022, and the reviews of the consolidated financial statements included in the Company's
 quarterly reports on Form 10-Q during 2023 and 2022.

 Audit
Committee Policies and Procedures.

 The
Board of Directors approved the audit committee charter effective April 15, 2015. The audit committee must pre-approve all auditing services
and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditors, subject to
the de-minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act. Each year the independent auditor's
retention to audit our financial statements, including the associated fee, is approved by the audit committee before the filing of the
previous year's Annual Report on Form 10-K. At the beginning of the fiscal year, the audit committee will evaluate other known
potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve
or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each
non-audit service on the independent auditor's independence from management. At each such subsequent meeting, the auditor and management
may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would
not have been known at the beginning of the year.

 Each
new engagement of Marcum, LLP, has been approved by the Board, and none of those engagements made use of the de-minimis exception to
the pre-approval contained in Section 10A(i)(1)(B) of the Exchange Act.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 EXHIBIT

 The
following documents are being filed with the Commission as exhibits to this Annual Report on Form 10-K.

 Exhibit

 Description

 1.1

 Underwriting
 Agreement, dated February 16, 2021 (5)

 1.2

 Warrant
 Agreement, including the form of Warrant, made as of February 19, 2021, between the Company and Continental. (6)

 3.1

 Amended
 and Restated Certificate of Incorporation filed with the Delaware Secretary of State effective November 4, 2022 (23)

 3.2

 Amended
 and Restated Bylaws (1)

 3.3

 Amendment
 to the Company's Amended and Restated Bylaws as approved on July 8, 2019 (3)

 3.4

 Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State effective May 1, 2024 (38)

 4.3

 2018
 Equity Incentive Plan. (2)

 4.4

 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 (3)

 4.5

 Amendment
 to the Company's 2018 Equity Incentive Plan as approved by the Board of Directors on July 12, 2021 and the stockholders on
 August 26, 2021 (23)

 4.6

 Amendment
 to the Company's 2018 Equity Incentive Plan as approved by the Board of Directors on July 1, 2022 and the stockholders on August
 30, 2022 (29)

 4.7

 Underwriters'
 Warrant (5)

 4.8

 Form
 of Unit Warrant (4)

 4.9

 Form
 of Warrant (13)

 4.10

 Form
 of Warrant (26)

 4.11

 Form
 of Amended and Restated Promissory Note (25)

 4.12

 Form
 Amended and Restated Warrant (25)

 4.13

 Form
 of Note (27)

 4.14

 Form
 Warrant (27)

 4.15

 Form
 Warrant (30)

 4.16

 Form
 Warrant (30)

 4.17

 Form
 Warrant (36)

 4.18

 Form
 Warrant (37)

 4.19

 Description
 of Capital Stock of the Company*

 10.1

 Employment
 Agreement by and between the Company and Scott L. Mathis dated September 28, 2015 (33)

 10.2

 Retention
 Bonus Agreement by and between the Company and Scott L. Mathis dated March 29, 2020 (7)

 10.3

 Employment
 Agreement by and between the Company and its Chief Financial Officer dated December 14, 2022 (32)

 10.4

 Commercial
 Lease Agreement between Gaucho Group, Inc. and Design District Development Partners, LLC, dated April 8, 2021 (8)

 10.7

 Amended
 and Restated Limited Liability Company Agreement of LVH Holdings LLC, dated June 16, 2021 (9)

 10.8

 Purchase Agreement dated November 3, 2021 (10)

 10.9

 Senior
 Secured Convertible Notes Issued by the Company (10)

 10.10

 Security
 and Pledge Agreement (10)

 10.11

 Stockholder
 Pledge Agreement (10)

 10.12

 Rights Agreement (10)

 10.13

 First
 Amendment to Amended and Restated Limited Liability Agreement dated November 16, 2021 (11)

 10.14

 Second
 Amendment to Amended and Restated Limited Liability Agreement dated June 7, 2022 (19)

 10.15

 Third
 Amendment to Amended and Restated Limited Liability Agreement dated June 7, 2022 (31)

 10.16

 Quota
 Purchase Agreement dated February 3, 2022, entered into by and between the Company, INVESTPROPERTY GROUP, LLC, and Hollywood Burger
 Holdings, Inc. (12)

 10.17

 Exchange
 Agreement, dated as of February 22, 2022, by and among Gaucho Group Holdings, Inc. and the subscribers listed therein. (13)

 10.18

 Share
 Exchange and Subscription Agreement by and between the Company and the subscribers listed therein (14)

 10.19

 Offer
 to Purchase, dated February 28, 2022 (14)

 10.20

 Position
 Statement of Gaucho Group, Inc. dated February 28, 2022 (14)

 10.21

 Agreement between the Company and certain institutional investors dated May 2, 2022 (18)

 10.22

 Conversion
 Agreement between the Company and certain institutional investors dated May 12, 2022 (17)

 10.23

 Agreement, dated as of July 1, 2022, by and among Gaucho Group Holdings, Inc. and the Holders listed therein. (21)

 10.24

 Exchange
 Agreement, dated as of September 22, 2022, by and among Gaucho Group Holdings, Inc. and the subscribers listed therein. (26)

 10.25

 Stock Purchase Agreement by and between Gaucho Group Holdings, Inc. and Tumim Stone Capital LLC, dated November 8, 2022 (28)

 10.26

 Rights Agreement by and between Gaucho Group Holdings, Inc. and Tumim Stone Capital LLC, dated November 8, 2022 (24)

 10.27

 Exchange
 Agreement, dated as of November 30, 2022, by and among Gaucho Group Holdings, Inc. and the subscribers listed therein. (30)

 10.28

 Agreement, dated as of February 2, 2023, by and among Gaucho Group Holdings, Inc. and the Holders listed therein. (34)

 10.29

 Agreement, dated as of February 8, 2023, by and among Gaucho Group Holdings, Inc. and the Holders listed therein. (35)

 10.30

 Exchange
 Agreement, dated as of February 20, 2023, by and among Gaucho Group Holdings, Inc. and the subscribers listed therein. (36)

 10.31

 Purchase Agreement dated February 21, 2023 (37)

 10.32

 Form
 of Senior Secured Convertible Note Issued by the Company (37)

 10.33

 Form
 of Security and Pledge Agreement (37)

 10.34

 Form
 of Stockholder Pledge Agreement (37)

 10.35

 Form
 of Registration Rights Agreement (37)

 14.1

 Amended
 Code of Business Conduct and Ethics and Whistleblower Policy (8)

 14.2

 Audit
 Committee Charter (8)

 14.3

 Committee Charter as amended on May 12, 2022 (18)

 14.4

 Nominating
 Committee Charter adopted by the Board of Directors on June 22, 2022 (20)

 21.1

 Subsidiaries
 of Gaucho Group Holdings, Inc. (15)

 22.1

 Subsidiary
 guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant (15)

 23.1

 Consent
 of Marcum LLP dated April 29, 2024*

 31.1

 Certification
 of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*

 31.2

 Certification
 of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*

 Certification
 of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 97.1

 Clawback Policy for the Recovery of Erroneously Awarded Compensation*

 99.1

 Algodon Wine Estates Property Map*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 1.

 from the Company's Registration of Securities Pursuant to Section 12(g) on Form 10 dated May 14, 2014.

 2.

 from the Company's Quarterly Report on Form 10-Q, filed on November 19, 2018.

 3.

 to the Company's Current Report on Form 8-K filed on July 9, 2019.

 4.

 to the Company's Amended Registration Statement on Form S-1/A filed on January 27, 2021.

 5.

 to the Company's Current Report on Form 8-K filed on February 18, 2021.

 6.

 to the Company's Current Report on Form 8-K filed on February 22, 2021.

 7.

 to the Company's Current Report on Form 8-K filed on April 1, 2020.

 8.

 to the Company's Annual Report on Form 10-K filed on April 12, 2021.

 9.

 to the Company's Quarterly Report on Form 10-Q filed on August 16, 2021.

 10.

 to the Company's Current Report on Form 8-K filed on November 8, 2021.

 11.

 to the Company's Current Report on Form 8-K filed on November 17, 2021.

 12.

 to the Company's Current Report on Form 8-K as filed on February 25, 2022.

 13.

 to the Company's Current Report on Form 8-K as filed on March 1, 2022.

 14.

 to the Company's Current Report on Form 8-K as filed on March 21, 2022.

 15.

 to the Company's Annual Report on Form 10-K, filed on April 14, 2022.

 16.

 to the Company's Current Report on Form 8-K, filed on May 2, 2022.

 17.

 to the Company's Current Report on Form 8-K, filed on May 13, 2022.

 18.

 to the Company's Quarterly Report on Form 10-Q, filed on May 16, 2022.

 19.

 to the Company's Current Report on Form 8-K, filed on June 8, 2022.

 20.

 to the Company's Current Report on Form 8-K, filed on June 24, 2022.

 21.

 to the Company's Current Report on Form 8-K, filed on July 5, 2022.

 22.

 to the Company's Current Report on Form 8-K, filed on August 31, 2021.

 23.

 to the Company's Current Report on Form 8-K, filed on November 3, 2022.

 24.

 to the Company's Current Report on Form 8-K, filed on November 9, 2022.

 25.

 to the Company's Current Report on Form 8-K, filed on October 24, 2022.

 26.

 to the Company's Current Report on Form 8-K, filed on September 23, 2022.

 27.

 to the Company's Amended Current Report on Form 8-K/A, filed on September 8, 2022.

 28.

 to the Company's Current Report as amended on Form 8-K/A, filed on November 14, 2022.

 29.

 to the Company's Quarterly Report on Form 10-Q, filed on November 18, 2022.

 30.

 to the Company's Current Report on Form 8-K, filed on December 1, 2022.

 31.

 to the Company's Current Report on Form 8-K, filed on December 13, 2022.

 32.

 to the Company's Current Report on Form 8-K, filed on December 15, 2022.

 33.

 to the Company's Quarterly Report on Form 10-Q, filed on November 16, 2015.

 34.

 to the Company's Current Report on Form 8-K, filed on February 3, 2023.

 35.

 to the Company's Current Report on Form 8-K, filed on February 8, 2023.

 36.

 to the Company's Current Report on Form 8-K, filed on February 21, 2023.

 37.

 to the Company's Current Report on Form 8-K, filed on February 21, 2023.

 38.

 Incorporated
 by reference to the Company's Current Report on Form 8-K, filed on April 29, 2024.

 *

 Filed herewith

 **

 Furnished, not filed herewith

 ITEM
16. FORM 10-K SUMMARY

 This
Item is optional and the registrant is not required to furnish this information.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 GROUP HOLDINGS, INC.

 By:

 /s/
 Scott L. Mathis

 Scott
 L. Mathis

 Executive Officer

 By:

 /s/
 Maria I. Echevarria

 Maria
 I. Echevarria

 Financial and Accounting Officer

to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

 By:

 /s/
 Scott L. Mathis

 Scott
 L. Mathis

 Chief
 Executive Officer

 (principal
 executive officer) & Chairman of the Board

 By:

 /s/
 Maria I. Echevarria

 Maria
 I. Echevarria

 Chief
 Financial Officer

 (principal
 financial and accounting officer)

 By:

 /s/
 Peter J.L. Lawrence

 Peter
 J.L. Lawrence

 By:

 /s/
 Reuben Cannon

 Reuben
 Cannon

 By:

 /s/
 Marc Dumont

 Marc
 Dumont

 G AUCHO

FINANCIAL STATEMENTS

 TABLE
OF CONTENTS

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 688)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Statement of Changes in Stockholders' Equity for the Year Ended December 31, 2023

 Statement of Changes in Stockholders' Equity for the Year Ended December 31, 2022

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of Gaucho Group Holdings, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Gaucho Group Holdings, Inc. (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity and
cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United
States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more
fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit s provide a reasonable basis for our opinion.

 /s/
 Marcum llp

 Marcum
 llp

 We
 have served as the Company's auditor since 2013.

 New
 York, NY

 F- 2

BALANCE SHEETS

 2023

 2022

 31,

 2023

 2022

 Assets

 Assets

 Cash

 $
 427,961

 $
 300,185

 Accounts receivable, net
 of allowance of $ 6,649 and $ 21,229 at December 31, 2023 and 2022, respectively

 41,261

 106,156

 Accounts receivable - related
 parties, net of allowance of $ 1,517,836 and $ 339,503 at December 31, 2023 and 2022, respectively

 -

 1,115,816

 Accounts receivable

 -

 1,115,816

 Mortgages receivable, net
 of allowance $ 369,549 and $ 46,424 at December 31, 2023 and 2022, respectively

 675,512

 586,631

 Inventory

 2,031,880

 1,888,962

 Inventory deposits

 161,531

 -

 Real estate lots held for
 sale

 615,585

 559,487

 Prepaid
 expenses and other current assets

 343,199

 461,637

 Total
 Current Assets

 4,296,929

 5,018,874

 Long
 Term Assets

 Mortgages receivable, non-current
 portion, net of allowance of $ 1,067,432 and $ 150,126 at December 31, 2023 and 2022, respectively

 1,850,405

 3,278,617

 Prepaid commissions on lot sales

 281,783

 282,055

 Property and equipment,
 net

 7,806,370

 7,621,257

 Operating lease right-of-use
 asset

 1,218,408

 1,449,442

 Prepaid foreign taxes,
 net

 953,570

 916,823

 Intangible assets, net

 98,147

 69,787

 Deposits,
 non-current

 54,713

 56,130

 Total
 Assets

 $
 16,560,325

 $
 18,692,985

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

 F- 3

BALANCE SHEETS, CONTINUED

 31,

 2023

 2022

 Liabilities and Stockholders'

 Liabilities

 Accounts payable

 $
 925,422

 $
 917,270

 Accrued expenses, current
 portion

 3,719,798

 1,664,816

 Deferred revenue

 1,471,813

 1,373,906

 Deferred revenue, related party

 250,000

 -

 Deferred revenue

 250,000

 -

 Operating lease liabilities,
 current portion

 250,711

 202,775

 Loans payable, current
 portion

 188,169

 164,656

 Lot sale obligation, net

 541,027

 -

 Lot
 sale obligation net

 276,977

 -

 Convertible debt obligations,
 net, current portion

 1,320,902

 -

 Derivative liability

 738,140

 -

 Other
 current liabilities

 254,768

 100,331

 Total Current Liabilities

 9,660,750

 4,423,754

 Long Term Liabilities

 Accrued expenses, non-current
 portion

 35,527

 66,018

 Operating lease liabilities,
 non-current portion

 1,077,697

 1,328,408

 Loans payable, non-current
 portion

 90,372

 91,665

 debt obligations, net, non-current portion

 -

 1,991,459

 Total
 Liabilities

 10,864,346

 7,901,304

 Commitments and Contingencies
 (Note 20)

 -

 -

 Stockholders' Equity

 Preferred Stock, 902,670
 shares authorized; no shares issued and outstanding

 -

 -

 Common stock, par value $ 0.01 per share;
 150,000,000 shares authorized;
 4,807,938 and 365,340 shares issued and 4,807,909 and 365,312 shares
 outstanding as of December
 2023 and 2022, respectively

 48,079

 3,654

 Additional paid-in capital

 150,588,124

 139,156,522

 Accumulated other comprehensive
 loss

 ( 11,104,706
)

 ( 10,842,569
)

 Accumulated deficit

 ( 133,789,163
)

 ( 117,479,571
)

 Treasury
 stock, at cost, 29 and 28 shares at December 31, 2023 and 2022, respectively

)

)

 Total
 Stockholders' Equity

 5,695,979

 Total
 Liabilities and Stockholders' Equity

 $
 16,560,325

 $
 18,692,985

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

 F- 4

STATEMENTS OF OPERATIONS

 2023

 2022

 For the Years
 Ended

 31,

 2023

 2022

 Sales

 $

 $

 Cost of sales

 ( 1,616,063
)

 ( 1,475,961
)

 Gross
 profit

 534,951

 167,755

 Operating Expenses

 Selling and marketing

 960,601

 738,399

 General and administrative

 9,999,102

 7,961,065

 Depreciation and amortization

 403,064

 251,941

 of investment - related party

 -

 7,000,000

 Total
 operating expenses

 11,362,767

 15,951,405

 Loss
 from Operations

 ( 10,827,816
)

 ( 15,783,650
)

 Other Expense (Income)

 Change in fair value of
 derivative liability

 2,505,731

 -

 Loss on extinguishment
 of debt

 416,081

 2,105,119

 Gains from foreign currency
 remeasurement, net

 ( 605,531
)

 ( 478,500
)

 Inducement expense

 -

 Interest income

 ( 71,978
)

 ( 142,746
)

 Interest expense

 3,488,113

 1,694,457

 Other
 income, related party

 ( 362,222
)

 ( 300,000
)

 Total
 other expense

 5,370,194

 6,041,648

 Net Loss

)

)

 Net
 loss attributable to non-controlling interest

 -

 72,261

 Net
 Loss Attributable to Common Stockholders

 $
)

 $
 ( 21,753,037
)

 Net Loss per Common Share

 Basic
 and Diluted

 $
 ( 13.06
)

 $
 ( 123.26
)

 Weighted Average Number
 of Common Shares Outstanding:

 Basic
 and Diluted

 1,240,128

 176,483

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

 F- 5

STATEMENTS OF COMPREHENSIVE LOSS

 2023

 2022

 For the Years
 Ended

 31,

 2023

 2022

 Net loss

 $
)

 $
)

 Other comprehensive (loss) income:

 Foreign
 currency translation adjustments

 ( 262,137
)

 Comprehensive loss

 ( 16,460,147
)

 ( 21,060,421
)

 Comprehensive loss attributable
 to non-controlling interests

 -

 72,261

 Comprehensive loss attributable
 to controlling interests

 $
 ( 16,460,147
)

 $
 ( 20,988,160
)

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

 F- 6

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Additional

 Other

 Total

 Stock

 Treasury
 Stock

 Paid-In

 Comprehensive

 Stockholders'

 Capital

 Loss

 Deficit

 Balance
 - January 1, 2023

 365,340

 $
 3,654

 -

 $
)

 $
 139,156,522

 $
 ( 10,842,569
)

 $
 ( 117,479,571
)

 -

 $

 Cumulative
 effect of change upon
 adoption of ASU 2016-13

 -

 -

 -

 -

 -

 -

 ( 111,582
)
 -

 -

 ( 111,582
)

 Stock-based
 compensation:

 -

 -

 -

 -

 113,487

 -

 -

 113,487

 Restricted
 stock units

 7,482

 -

 -

 307,073

 -

 -

 307,148

 stock

 27,027

 -

 -

 149,730

 -

 -

 150,000

 stock issued for 401(k)
 employer matching

 2,416

 -

 -

 32,593

 -

 -

 32,617

 issued under the
 New ELOC, net of offering costs [1]

 150,684

 1,508

 -

 -

 850,580

 -

 -

 -

 -

 852,088

 stock and warrants issued for cash in private placement

 1,835,790

 18,358

 -

 -

 1,994,708

 -

 -

 2,013,066

 issued upon conversion of debt and interest

 2,380,338

 23,803

 -

 -

 5,886,945

 -

 -

 5,910,748

 Relative
 fair value of warrants issued with 2023 Notes, net of issuance costs [2]

 -

 -

 -

 -

 1,506,319

 -

 -

 1,506,319

 Warrant
 modification

 -

 -

 -

 -

 392,273

 -

 -

 392,273

 issued for modification of GGH Notes

 -

 -

 -

 -

 134,779

 -

 -

 134,779

 Reduction
 of warrant exercise price on new debt issuance

 -

 -

 -

 -

 63,502

 -

 -

 63,502

 Cashless
 warrant exercise

 5,131

 -

 -

 ( 51
)

 -

 -

 -

 True-up
 adjustment

 -

 -

 -

 -

 -

 -

 -

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

)
 -

 -

)

 Other
 comprehensive loss

 -

 -

 -

 -

 -

 ( 262,137
)

 -

 ( 262,137
)

 Effect
 of reverse stock spit

 33,702

 -

 ( 336
)

 -

 -

 -

 Balance
 - December 31, 2023

 4,807,938

 $
 48,079

 -

 $
)

 $
 150,588,124

 $
 ( 11,104,706
)

 $
 ( 133,789,163
)
 -

 -

 $
 5,695,979

 [1]
 Includes gross
proceeds of $ 927,060 less $ 74,972 offering costs.

 [2]
 Represents $ 1,609,935
relative fair value of warrants, less $ 103,616 of allocable issuance costs.

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

 F- 7

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

 FOR
THE YEAR ENDED DECEMBER 31, 2022

 Additional

 Other

 Group
 Holdings

 Non-

 Total

 Stock

 Treasury
 Stock

 Paid-In

 Comprehensive

 Stockholders'

 Controlling

 Stockholders'

 Capital

 Loss

 Deficit

 Balance - January 1, 2022

 82,350

 $

 $
)

 $
 121,641,238

 $
 ( 11,607,446
)

 $
 ( 95,726,534
)

 $
 14,261,726

 $
 ( 169,882
)

 $
 14,091,844

 Balance

 82,350

 $

 $
)

 $
 121,641,238

 $
 ( 11,607,446
)

 $
 ( 95,726,534
)

 $
 14,261,726

 $
 ( 169,882
)

 $
 14,091,844

 stock issued for cash, net of offering costs [1]

 5,005

 -

 -

 511,296

 -

 -

 511,346

 -

 511,346

 Shares issued under the New ELOC

 1,000

 -

 -

 10,076

 -

 -

 10,086

 -

 10,086

 Stock-based compensation:

 Common stock

 5,421

 -

 -

 524,946

 -

 -

 -

 -

 -

 -

 -

 259,611

 -

 -

 259,611

 10,354

 269,965

 Restricted stock units

 30,000

 -

 -

 579,330

 -

 -

 579,630

 -

 579,630

 Common stock issued for
 401(k) employer matching

 -

 -

 27,820

 -

 -

 27,821

 -

 27,821

 Substantial premium on convertible debt

 -

 -

 -

 -

 1,683,847

 -

 -

 1,683,847

 -

 1,683,847

 Warrants issued for
 modification of convertible debt principal

 -

 -

 -

 -

 849,431

 -

 -

 849,431

 -

 849,431

 Shares issued upon
 conversion of debt and interest

 202,082

 2,021

 -

 -

 7,903,540

 -

 -

 7,905,561

 -

 7,905,561

 Inducement loss on debt conversions

 -

 -

 -

 -

 -

 -

 -

 Common stock issued for purchase of minority
 interest

 8,690

 -

 -

 ( 231,876
)

 -

 -

 ( 231,789
)

 231,789

 -

 Common stock issued upon
 exchange of subsidiary stock options

 18,394

 -

 -

 ( 184
)

 -

 -

 -

 -

 -

 Common stock issued for
 acquisition of GDS

 10,695

 -

 -

 2,194,546

 -

 -

 2,194,653

 -

 2,194,653

 Common stock issued for purchase of domain
 name

 -

 -

 39,591

 -

 -

 39,600

 -

 39,600

 Effect of reverse stock split

 -

 -

 ( 8
)

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 ( 21,753,037
)

 ( 21,753,037
)

 ( 72,261
)

)

 Other comprehensive
 income

 -

 -

 -

 -

 -

 -

 -

 Balance, December 31,
 2022

 365,340

 $
 3,654

 $
)

 $
 139,156,522

 $
 ( 10,842,569
)

 $
 ( 117,479,571
)

 $

 $
 -

 $

 Balance

 365,340

 $
 3,654

 $
)

 $
 139,156,522

 $
 ( 10,842,569
)

 $
 ( 117,479,571
)

 $

 $
 -

 $

 [1]
 Includes gross
proceeds of $ 555,811, less $ 44,465 cash offering costs.

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

 F- 8

STATEMENTS OF CASH FLOWS

 2023

 2022

 For

 2023

 2022

 Cash Flows from Operating
 Activities

 Net loss

 $
)

 $
)

 Adjustments to reconcile
 net loss to net cash used in operating activities:

 Stock-based compensation:

 Common stock issued for 401(k) employer
 matching

 17,268

 32,614

 Common stock

 300,000

 113,487

 269,965

 Restricted stock units

 307,148

 579,630

 Non-cash lease expense

 231,034

 217,767

 Gain on foreign currency
 translation

 ( 605,531
)

 ( 478,500
)

 Depreciation and amortization

 451,925

 251,941

 Amortization of debt discount

 2,649,556

 1,172,461

 Provision for unrealizable
 assets

 2,267,185

 100,805

 Provision for obsolete
 inventory

 86,001

 115,563

 Change in fair value of
 derivative liability

 2,505,731

 -

 Loss on extinguishment
 of debt

 416,081

 2,105,119

 Impairment of investment

 -

 7,000,000

 Inducement expense

 -

 Decrease (increase) in
 assets:

 Accounts receivable and
 mortgages receivable

 ( 49,808
)

 ( 608,286
)

 Employee advances

 ( 18,405
)

 4,053

 Inventory

 ( 285,017
)

 ( 530,487
)

 Inventory deposits

 ( 161,531
)

 -

 Deposits

 1,336

 -

 Prepaid expenses and other
 current assets

 121,688

 ( 76,691
)

 Increase (decrease) in
 liabilities:

 Accounts payable and accrued
 expenses

 1,474,877

 1,862,137

 Operating lease liabilities

 ( 202,775
)

 ( 175,316
)

 Deferred revenue

 347,907

 654,265

 Other
 liabilities

 154,437

 ( 60,247
)

 Total
 Adjustments

 10,122,594

 16,125,111

 Net
 Cash Used in Operating Activities

 ( 6,075,416
)

 ( 5,700,187
)

 Cash Flow from Investing
 Activities

 Cash paid to acquire GDS,
 net of cash acquired

 -

 ( 7,560
)

 Purchase of property and
 equipment

 ( 615,398
)

 ( 1,928,010
)

 Purchase
 of intangible asset

 ( 50,000
)

 ( 34,999
)

 Net
 Cash Used in Investing Activities

 ( 665,398
)

 ( 1,970,569
)

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

 F- 9

STATEMENTS OF CASH FLOWS, CONTINUED

 For

 2023

 2022

 Cash Flow from Financing
 Activities

 Proceeds from
 loans payable

 185,000

 -

 Repayments of loans payable

 ( 103,923
)

 ( 116,775
)

 Proceeds from lot sale
 obligations

 -

 Proceeds from the issuance
 of debt in private placement

 -

 1,727,500

 Repayments of debt obligations

 -

 ( 7,000
)

 Proceeds from the issuance
 of convertible debt

 5,000,000

 1,431,500

 Financing costs in connection
 with the issuance of convertible debt

 ( 321,802
)

 -

 Repayments of convertible
 debt obligations

 ( 862,541
)

 -

 Redemption premiums paid
 on convertible debt obligations

 ( 156,161
)

 -

 Proceeds from common stock
 issued for cash

 2,013,066

 555,811

 Offering costs in connection
 with common stock issued for cash

 -

 ( 44,465
)

 Proceeds
 from issuance of shares under the New ELOC, net of offering costs [1]

 852,088

 10,086

 Net
 Cash Provided by Financing Activities

 7,130,727

 3,556,657

 Effect
 of Exchange Rate Changes on Cash

 ( 262,137
)

 Net Increase (Decrease)
 in Cash

 127,776

 ( 3,349,222
)

 Cash
 - Beginning of Year

 300,185

 3,649,407

 Cash
 - End of Year

 $
 427,961

 $
 300,185

 Supplemental Disclosures
 of Cash Flow Information:

 Interest paid

 $
 323,638

 $
 215,755

 Income taxes paid

 $
 -

 $
 -

 Cumulative impact of adoption of ASU 2016-13

 $
 111,582

 -

 Non-Cash
 Investing and Financing Activity

 Equity issued to satisfy
 accrued stock-based compensation obligation

 $
 32,617

 $
 27,821

 Equity issued as consideration
 for intangible assets

 $
 -

 $
 39,600

 Equity issued for purchase
 of non-controlling interest

 $
 -

 $
 231,789

 Equity issued for acquisition
 of GDS

 $
 -

 $
 2,194,653

 Warrants issued and debt
 principal exchanged upon modification of convertible debt

 $
 -

 $
 834,323

 Common stock issued upon conversion of debt and accrued interest

 $
 5,910,748

 $
 7,905,560

 Common stock and GGH restricted
 stock units issued upon exchange of GGI options

 $
 -

 $
 1,576,648

 Cashless warrant exercise

 $

 $
 -

 Relative fair value of
 warrants issued with 2023 Notes, net of allocable issuance costs [2]

 $
 1,506,319

 $
 -

 Warrants issued and debt
 principal exchanged upon modification of convertible debt

 $
 63,502

 $
 -

 Debt discount for warrant
 modification

 $
 392,273

 $
 -

 Debt discount for lot sale
 obligation

 $
 80,096

 $
 -

 [1]
 Gross proceeds
of $ 927,060, less offering costs of $ 74,972 for the year ended December 31, 2023.

 [2]
 Represents $ 1,609,935
relative fair value of warrants, less $ 103,616 in allocable issuance costs.

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

 F- 10

 NOTES

 1.
 BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

 Organization
and Operations

 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.

 As
wholly owned subsidiaries of GGH, InvestProperty Group, LLC ("IPG") and Algodon Global Properties, LLC
("AGP") operate as holding companies that invest in,
develop and operate global real estate and other lifestyle businesses such as wine production and distribution, golf, tennis, and
restaurants. GGH operates its properties through its ALGODON brand. IPG and AGP have invested in two ALGODON brand
projects located in Argentina. The first project is Algodon Mansion, a Buenos Aires-based luxury boutique hotel property that opened
in 2010 and is owned by the Company's subsidiary, The Algodon – Recoleta, SRL ("TAR"). The second project is
the redevelopment, expansion and repositioning of a Mendoza-based winery and golf resort property now called Algodon Wine Estates
("AWE"), the integration of adjoining wine producing properties, and the subdivision of a portion of this property for
residential development through its subsidiary Gaucho Development S.R.L. (see below).

 On June 14, 2021, the Company
formed a wholly-owned subsidiary, Gaucho Ventures I – Las Vegas, LLC ("GVI"). GVI is
a party to an agreement with LVH Holdings ("LVH") to develop a project in Las Vegas, Nevada. The business operations
of LVH are currently suspended. See Note 17 – Related Party Transactions for additional details.

 On
February 3, 2022, the Company acquired additional real estate through the acquisition of 100 % ownership in Hollywood Burger Argentina
S.R.L., now Gaucho Development S.R.L.

 GGH
also manufactures, distributes, and sells high-end luxury fashion and accessories through its subsidiary, Gaucho Group, Inc. ("GGI").
GGH held a 79 % ownership interest in GGI through March 28, 2022, at which time GGH acquired the remaining 21 % ownership interest in GGI.
See Non-Controlling Interest, below.

 Going
Concern and Management's Liquidity Plans

 The
accompanying 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 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. As of December 31, 2023, the Company had cash of $ 427,961
 and a working capital deficit of $ 5,363,821.
During the years ended December 31, 2023 and 2022, the Company incurred a net loss of $ 16,198,010
 and $ 21,825,298,
respectively, and used cash in operating activities of $ 6,075,416 and $ 5,700,187,
respectively.

 F- 11

 NOTES

 As
of December 31, 2023, future cash requirements for current liabilities include $ 4,645,220 for accounts payable and accrued expenses (including
cash true up obligations in connection with convertible debt in the amount of $ 1,484,677), $ 1,595,698 principal owed in connection with
convertible debt, $ 188,169 for loans payable, $ 250,711 for future payments under operating leases, and $ 525,000 of lot sale deposits expected to be refunded. Further, the Company's convertible
debt matured on February 21, 2024 and the Company has subsequently received event of default notices demanding immediate payment of all
balances owed in connection with the convertible debt. Balances owed in connection with convertible
debt remain outstanding as of the date of the filing of this Annual report on Form 10-K. Future cash requirements for long-term liabilities
include $ 1,077,697 for future payments under operating leases, $ 90,372 for loans payable, and $ 35,527 for accrued expenses.

the period from January 1, 2024 through April 11, 2024 the Company sold 3,054,891 shares of common stock at $ 0.60 per share pursuant
to a private placement, for aggregate gross proceeds of $ 1,832,934. Also, on February 27, 2024, the Company's equity line of credit
was terminated. See Note 22 - Subsequent Events.

 Since
inception, the Company's operations have primarily been funded through proceeds received in equity and debt financings. The Company
believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that
the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds
the Company might raise will enable the Company to complete its development initiatives or attain profitable operations.

 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 consolidated financial statements are issued. The aforementioned factors raise substantial doubt about the Company's
ability to continue as a going concern.

 Reverse
Stock Splits

 On
November 4, 2022, the Company effected a reverse stock split wherein each 12 shares of common stock outstanding immediately prior to
the effective date was combined and converted into one share of common stock. On September 25, 2023, the Company effected another reverse
stock split wherein each 10 shares of common stock outstanding immediately prior to the effective date was combined and converted into
one share of common stock. All share and per share amounts in this Annual Report have been adjusted to reflect the effect of these reverse
stock splits (hereafter referred to collectively as the "Reverse Stock Splits") as if the Reverse Stock Splits occurred as
of the earliest period presented.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles
of Consolidation

 The
accompanying consolidated financial statements include all of the accounts of Gaucho Group Holdings, Inc. and its consolidated subsidiaries.
All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP").

 Non-Controlling

 As
a result of a 2019 conversion of certain convertible debt into shares of Gaucho Group, Inc. ("GGI") common stock, GGI investors
obtained a 21 % ownership interest in GGI, which was recorded as a non-controlling interest. The profits and losses of GGI for the period
from January 1, 2022 through March 28, 2022 are allocated between the controlling interest and the non-controlling interest in the same
proportions as their membership interest. On March 28, 2022, the Company issued 8,690 shares of its common stock to the minority holders
of GGI, in exchange for the remaining 21 % ownership of GGI. Consequently, the Company owns 100 % of the outstanding common stock of GGI.

 Use
of Estimates

 To
prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company
must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, 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 and reserves
associated with the realizability of certain assets.

 Highly
Inflationary Status in Argentina

 The
International Practices Task Force ("IPTF") of the Center for Audit Quality discussed the inflationary status of Argentina
at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than
 100 %. As a result, the Company transitioned its Argentine operations to highly inflationary status as of July 1, 2018. This status was
reconfirmed by the IPTF on May 10, 2023.

 For
operations in highly inflationary economies, monetary assets 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 Argentine 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 operations. During the years ended December 31, 2023 and 2022, the Company recorded
gains (losses) of $ 605,531 and $ 478,500 respectively, resulting from translation of the Company's Argentine subsidiaries'
monetary assets and liabilities.

 F- 12

 NOTES

 Foreign
Currency

 The
Company's functional and reporting currency is the United States dollar. The functional currencies of the Company's operating
subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company's Argentine
subsidiaries 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 rate while income and expense accounts were
translated at the average rate in effect during the during the period. The resulting translation adjustment is recorded as part of other
comprehensive loss, a component of stockholders' deficit. The assets, liabilities and income and expense accounts of the Company's
Argentine subsidiaries are remeasured as described above. Gains and losses resulting from transactions denominated in non-functional
currencies are recognized in earnings. Gains and losses resulting from transactions denominated in non-functional currencies between
the Company's subsidiaries are recognized as other comprehensive income.

 Comprehensive
Loss

 Comprehensive
loss is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owner
sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.
The guidance requires other comprehensive loss to include foreign currency translation adjustments.

 Accounts
Receivable and Mortgages Receivable

 Accounts
receivable primarily represent receivables from hotel guests who occupy rooms and wine sales to commercial customers. Mortgages
receivable represent receivables from the sale of real estate lots. ASU 2016-13 (see Recently Adopted Accounting
Pronouncements, below) requires certain types of financial instruments, including trade and mortgage receivables, to be presented at
the net amount expected to be collected based on historical events, current conditions, and forward-looking information.
Under ASU 2016-13, the Company applies a current expected credit loss ("CECL") impairment model to its
trade and mortgage receivables, in which lifetime expected credit losses on such financial assets are measured and recognized at
each reporting date based on historical, current, and forecasted information. Under the CECL model, receivables with similar risk
characteristics are analyzed on a collective (pooled) basis.

 Expected credit losses are charged to income in amounts sufficient to maintain
an allowance for credit losses inherent in the Company's accounts receivable and mortgages receivable. Management's estimate
of expected credit losses is based on an evaluation of relevant information about past events, current conditions, and reasonable and
supportable forecasts that affect the future collectability of the reported amounts. Any amounts that were previously
recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in
selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. Current expected credit losses charged to expense for the years ended December 31, 2023 and 2022 was $ 2,307,182 and $ 0, respectively.

 Inventory

 Inventories
are comprised primarily of vineyard in process, wine in process, finished wine, food and beverage items, plus luxury clothes and accessories,
and are stated at the lower of cost or net realizable value (which is the estimated selling price in the ordinary course of business,
less reasonably predictable costs of completion, disposal and transportation), with cost being determined on the first-in, first-out
method. Costs associated with winemaking, and other costs associated with the creation of products for resale, are recorded as inventory.
Costs of producing samples for marketing purposes are expensed as incurred and are included in selling and marketing expense on the accompanying
statements of operations. Vineyard in process represents the capitalization of farming expenses (including farming labor costs, usage
of farming supplies and depreciation of the vineyard and farming equipment) associated with the growing of grape, olive and other fruits
during the farming year which culminates with the February/March harvest. Wine in process represents the capitalization of costs during
the winemaking process (including the transfer of grape costs from vineyard in process, winemaking labor costs and depreciation of winemaking
fixed assets, including tanks, barrels, equipment, tools and the winemaking building). Finished wines represents wine available for sale
and includes the transfer of costs from wine in process once the wine is bottled and labeled. Other inventory consists of olives, other
fruits, golf equipment and restaurant food.

 F- 13

 NOTES

 In
accordance with general practice within the wine industry, wine inventories are included in current assets, although a portion of such
inventories may be aged for periods longer than one year. The Company carries inventory at the lower of cost or net realizable value
in accordance with Accounting Standards Codification ("ASC") 330 "Inventory" and reduces the carrying value of
inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company's estimates of net
realizable value are based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements.
The Company records an allowance for excess, slow moving, and obsolete inventory, calculated as the difference between the cost of inventory
and net realizable value. Inventory allowances are charged to cost of sales and establish a lower cost basis for the inventory. If future
demand and/or pricing for the Company's products are less than previously estimated, then the carrying value of the inventories
may be required to be further reduced, resulting in additional expense and reduced profitability. Wine inventory allowances charged to
cost of sales amounted to $ 0 and $ 115,563 during the years ended December 31, 2023 and 2022, respectively.

and Equipment

and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives. Leasehold
improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term.

 The
estimated useful lives of property and equipment are as follows:

OF PLANT AND EQUIPMENT, USEFUL LIFE

 Buildings

 - 30 years

 Furniture
 and fixtures

 - 10 years

 Vineyards

 - 20 years

 Machinery
 and equipment

 - 20 years

 Leasehold
 improvements

 Lesser
 of 3 - 5 years or remaining lease term

 Computer
 hardware and software

 - 5 years

 The
Company capitalizes internal vineyard improvement costs when developing new vineyards or replacing or improving existing vineyards. These
costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine
trellises. Expenditures for repairs and maintenance are charged to operating expense as incurred. The cost of properties sold or otherwise
disposed of, and the related accumulated depreciation are eliminated from the accounts at the time of disposal and resulting gains and
losses are included as a component of operating income. Real estate development consists of costs incurred to ready the land for sale,
including primarily costs of infrastructure as well as master plan development and associated professional fees. Such costs are allocated
to individual lots proportionately based on square meters and those allocated costs will be derecognized upon the sale of individual
lots. Given that they are not placed in service until they are sold, capitalized real estate development costs are not depreciated. Land
is an inexhaustible asset and is not depreciated.

 F- 14

 NOTES

 Real
Estate Lots Held for Sale

 As
the development of a real estate lot is completed and the lot becomes available for immediate sale in its present condition, the lot
is marketed for sale and is included in real estate lots held for sale on the Company's balance sheet. Real estate lots held for
sale are reported at the lower of carrying value or fair value less cost to sell. If the carrying value of a real estate lot held for
sale exceeds its fair value less estimated selling costs, an impairment charge is recorded. The Company did not record any impairment
charge in connection with real estate lots held for sale during the years ended December 31, 2023 or 2022.

 Investments

 Investments
in entities which give the Company the ability to exercise significant influence, but not control, over the investee are accounted for
using the equity method of accounting. For investments not requiring equity method accounting, if the investment has no readily determinable
fair value, we have elected the practicability exception of ASU 2016-01, under which the investment is measured at cost, less impairment,
plus or minus observable price changes from orderly transactions of an identical or similar investment of the same issuer. During 2021,
the Company made a $ 7.0 million investment, representing 11.9 % ownership, in LVH Holdings which is accounted for at cost, less impairment
(See Note 17 – Related Parties, Amendment to LVH Limited Liability Company Agreement). During the year ended December 31, 2022,
management determined that the future cash flows from this investment were not expected to be sufficient to recover its carrying value.
As a result, the Company's investment in LVH is fully impaired at December 31, 2023 and 2022.

Debt

 The
Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should
be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.
If an embedded derivative is bifurcated from share-settled convertible debt, the Company records the debt component at cost less a debt
discount equal to the bifurcated derivative's fair value. If the conversion feature is not required to be accounted for separately
as an embedded derivative, the convertible debt instrument is accounted for wholly as debt. The Company amortizes the debt discount over
the life of the debt instrument as additional non-cash interest expense utilizing the effective interest method. Debt issuance and offering
costs are recorded as debt discount, which is amortized as interest expense over the term of the convertible debt instrument using the
effective interest method.

 Stock-Based

 The
Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on
the date of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services
are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately
vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded
as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur.

 F- 15

 NOTES

 Concentrations

 The
Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit
Insurance Corporation ("FDIC") up to $ 250,000 at each institution. No similar insurance or guarantee exists for cash held
in Argentina bank accounts. There were aggregate uninsured cash balances of $ 93,878 and $ 115,338 at December 31, 2023 and 2022, respectively,
which represents cash held in Argentine bank accounts.

 Foreign
Operations

 The
following summarizes key financial metrics associated with the Company's continuing operations (for the Company's operations
in the United Kingdom are immaterial for these financial metrics):

OF LONG-LIVED ASSETS BY GEOGRAPHIC AREAS

 2023

 2022

 As
 of December 31,

 2023

 2022

 Assets - Argentina

 $
 12,795,836

 $
 13,434,803

 Assets - U.S.

 3,764,489

 5,258,182

 Total Assets

 $
 16,560,325

 $
 18,692,985

 Liabilities - Argentina

 $
 1,717,892

 $
 2,188,229

 Liabilities - U.S.

 9,146,454

 5,713,075

 Total Liabilities

 $
 10,864,346

 $
 7,901,304

OF REVENUE FROM EXTERNAL CUSTOMERS BY GEOGRAPHIC AREAS

 2023

 2022

 For
 the Years Ended

 31,

 2023

 2022

 Sales - Argentina

 $
 1,911,436

 $
 1,540,955

 Sales - U.S.

 239,578

 102,760

 Total Revenues

 $

 $

 Net loss - Argentina

 $
 ( 1,184,927
)

 $
 ( 1,023,622
)

 Net loss - U.S.

 ( 15,013,083
)

 ( 20,801,676
)

 Total Net Loss

 $
)

 $
)

 F- 16

 NOTES

of Long-Lived Assets

 When
circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company
performs an analysis to review the recoverability of the asset's carrying value, which includes estimating the undiscounted cash
flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected
future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis
indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the
carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. During
the year ended December 31, 2022, the Company recorded impairment expense in the amount of $ 7,000,000, related to its investment in LVH.
See Note 17 – Related Party Transactions for additional details.

 Segment
Information

 The
Financial Accounting Standards Board ("FASB") has established standards for reporting information on operating segments of
an enterprise in interim and annual financial statements. The Company currently operates in three segments which are the (i) business
of real estate development and manufacture (including hospitality and winery operations, which support the ALGODON brand) (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.

Recognition

 The
Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive
model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial
assets including sales of property and equipment, real estate, and intangible assets.

 The
Company earns revenues from the sale of real estate lots, as well as hospitality, food and 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.

 F- 17

 NOTES

 The
following table summarizes the revenue recognized in the Company's consolidated statements of operations:

OF DISAGGREGATION OF REVENUE

 2023

 2022

 For the Years
 Ended

 2023

 2022

 Hotel rooms and events

 $
 1,023,008

 $
 701,669

 Clothes and accessories

 239,578

 139,305

 Restaurants

 239,314

 173,566

 Winemaking

 220,911

 153,356

 Agricultural

 162,764

 181,029

 Real estate sales

 154,959

 184,658

 Golf, tennis and other

 110,480

 101,133

 Total Revenues

 $

 $

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 adjust 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.

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

 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.

 F- 18

 NOTES

 Income
Taxes

 The
Company accounts for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740,
"Income Taxes." Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry
forwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.

 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.

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

OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

 2023

 2022

 As
 of December 31,

 2023

 2022

 2,804

 4,061

 129,913

 Unvested restricted stock units

 76,127

 51,150

 Convertible debt

 4,079,623
 [1]

 89,904
 [2]

 Total potentially dilutive
 shares

 4,554,798

 275,028

 [1]

 shares issuable upon conversion of $ 1,595,697 in convertible debt, $ 253,079 of redemption premium and $ 91,492 of related accrued interest
 outstanding as of December 31, 2023 at a conversion price of $ 0.48 per share, which represents the conversion price in effect as of
 December 31, 2023. The conversion price of such debt is variable (see Note 14 - Convertible Debt Obligations).

 [2]

 shares issuable upon conversion of principal and interest outstanding in the aggregate amount of $ 2,157,687 at a conversion price of
 $ 24.00 per share.

 F- 19

 NOTES

 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.

 Derivative
Instruments

 The
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 Topic 815 "Derivatives and Hedging" ("ASC 815")
of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The accounting
treatment of derivative financial instruments requires that the Company record any bifurcated embedded features at their fair values
as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded
in earnings each period as non-operating, non-cash income or expense. The Company reassesses the classification of its derivative instruments
at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of
the date of the event that caused the reclassification. Bifurcated embedded features are recorded upon note issuance at their initial
fair values which create additional debt discount to the host instrument.

 Operating
Leases

determines if an arrangement is a lease at inception. Rights and obligations related to the Company's operating leases are included
in right-of-use ("ROU") assets and operating lease liabilities in the accompanying consolidated balance sheets.

 ROU
assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term, using an incremental borrowing rate which represents the estimated rate of interest for
collateralized borrowing over a similar term of the lease payments at commencement date. Our lease terms may include options to extend
or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized
on a straight-line basis over the lease term.

 Advertising

 Advertising
costs are expensed as incurred. Advertising expense for the years ended December 31, 2023 and 2022 was $ 458,166 and $ 542,110, respectively,
 and is included in selling and marketing expenses on the accompanying consolidated statements of operations.

 Recently
Adopted Accounting Pronouncements

 In
June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments – Credit Losses (Topic 326)" and also issued subsequent
amendments to the initial guidance under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2020-02 (collectively Topic 326). Topic 326 requires
the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred
loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company
adopted the provisions of this ASU on January 1, 2023 using the modified retrospective method for all financial assets measured at amortized
cost. Results for reporting periods beginning after December 31, 2022 are presented under Topic 326 while prior period amounts continue
to be reported in accordance with previously applicable GAAP. The Company recorded an adjustment to accumulated deficit of $ 111,582 as
of January 1, 2023 for the cumulative effect of adopting Topic 326.

 F- 20

 NOTES

 Recently
Issued Accounting Pronouncements

 In
October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the ASC.
These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation
S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC's removal of
the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed
the requirements by that date. Early adoption is prohibited. The Company does not anticipate that the ASU will have a material impact on our
consolidated financial statements and related disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment
disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis.
The guidance becomes effective for the Company on January 1, 2024, with early adoption permitted. Since this new ASU addresses only disclosures,
the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or
cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the rate reconciliation
and income taxes paid disclosures. This ASU requires that an entity disclose, on an annual basis, specific categories in the rate reconciliation
and provide additional information for reconciling items that meet a quantitative threshold. For the state and local income tax category
of the rate reconciliation, entities must disclose a qualitative description of the states and local jurisdictions that make up the majority
(greater than 50 percent) of the category. For the income taxes paid disclosures, entities will be required to disclose, on an annual
basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. The amendments are
effective for the Company on January 1, 2026, with early adoption permitted. Since this new ASU
addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition,
results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU
2023-09.

 Reclassifications

 Certain
prior year amounts have been reclassified on the Company's accompanying consolidated financial statements. The reclassifications
were made to the prior period amounts to conform to the current period financial statement presentation and had no impact on the reported
results of operations.

 F- 21

 NOTES

 3.
 ACQUISITION OF HOLLYWOOD BURGER ARGENTINA, S.R.L.

 On
February 3, 2022, the Company, through its subsidiaries, acquired 100 % of Hollywood Burger Argentina S.R.L., now Gaucho Development S.R.L.,
("GDS") in exchange for issuing 106,952 shares of its common stock, valued at $ 2,194,653 at date of issuance, to Hollywood
Burger Holdings, Inc, a company with whom GGH shares common management and ownership.

 The
acquisition was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was represented
by a group of similar assets. The total purchase consideration of $ 2,204,908 (including $ 10,255 of legal fees incurred in connection
with the acquisition) was allocated to the assets and liabilities acquired as follows:

OF ASSETS AND LIABILITIES ACQUIRED

 Land

 $
 1,528,134

 Building

 635,302

 Cash

 2,694

 Prepaid expenses

 Deferred tax credits

 63,282

 Accounts payable

 ( 313
)

 Taxes payable

 ( 8,154
)

 Related party payables

 ( 10,686
)

 Lease deposit payable

 ( 6,025
)

 Total

 $
 2,204,908

 4.
 MORTGAGES RECEIVABLE

 The
Company offers loans to purchasers in connection with the sale of real estate lots. The loans bear interest at 7.2 % per annum and terms
generally range from eight to ten years. Principal and interest for each loan is billed and receivable on a monthly basis. The loans
are secured by a first mortgage lien on the property purchased by the borrower. Mortgages receivable include the related interest receivable
and are presented at amortized cost less an allowance for expected credit losses, in the consolidated financial statements.

evaluates each loan individually on a quarterly basis, to assess collectability and estimate a reserve for past due amounts. The total
allowance for uncollectable mortgages as of December 31, 2023 and December 31, 2022 was $ 1,436,981 and $ 196,550, respectively. Past due
principal amounts of $ 497,588 and $ 254,683 are included in mortgages receivable, current as of December 31, 2023 and December 31, 2022,
respectively.

 F- 22

 NOTES

 The
following represents the maturities of mortgages receivable as of December 31, 2023:

OF MATURITIES OF MORTGAGES RECEIVABLE

 For the years ended December 31,

 2024

 $
 1,065,808

 2025

 409,927

 2026

 440,436

 2027

 473,215

 2028

 480,227

 Thereafter

 1,093,285

 Gross receivable

 3,962,898

 Less: Allowance

 ( 1,436,981
)

 Net receivable

 $
 2,525,917

 As
of December 31, 2023 and December 31, 2022, two borrowers had loans outstanding representing 11 % and 10 %, respectively, of the total
balance of mortgages receivable.

 The
Company recorded interest income from its mortgages receivable of $ 62,824 and $ 142,746 for the years ended December 31, 2023 and 2022,
respectively. As of December 31, 2023 and December 31, 2022, there is $ 190,967 and $ 185,197, respectively, of interest receivable included
in mortgages receivable on the accompanying consolidated balance sheets.

 5.
 INVENTORY

 Inventory
at December 31, 2023 and 2022 was comprised of the following:

OF INVENTORY

 2023

 2022

 31,

 2023

 2022

 Vineyard in process

 $
 713,104

 $
 516,096

 Wine in process

 622,167

 797,862

 Finished wine

 37,636

 40,735

 Clothes and accessories

 638,023

 552,581

 Other

 207,686

 82,423

 Inventory gross

 2,218,616

 1,989,697

 Less: Reserve for obsolescense

 ( 186,736
)

 ( 100,735
)

 Total

 $
 2,031,880

 $
 1,888,962

 The
Company had deposits for inventory purchases in the amount of $ 161,531 and $ 0 as of December 31, 2023 and 2022, respectively.

 The
Company recorded a provision for obsolete inventory in the amount of $ 86,001 and $ 115,563 during the years ended December 31, 2023 and
2022, respectively, related to its clothing and accessories inventory.

 F- 23

 NOTES

 6.
 PROPERTY AND EQUIPMENT

and equipment consist of the following:

OF PROPERTY AND EQUIPMENT

 31,

 2023

 2022

 Buildings and improvements

 $
 4,393,244

 $
 3,926,884

 Real estate development

 599,886

 541,116

 Land

 2,202,099

 2,194,671

 Furniture and fixtures

 434,745

 425,774

 Vineyards

 219,766

 219,766

 Machinery and equipment

 770,758

 737,433

 Leasehold improvements

 1,400,663

 1,400,663

 Computer hardware and
 software

 353,004

 312,459

 Property and equipment, gross

 10,374,165

 9,758,766

 Less: Accumulated depreciation
 and amortization

 ( 2,567,795
)

 ( 2,137,509
)

 Property and equipment,
 net

 $
 7,806,370

 $
 7,621,257

 Depreciation
and amortization of property and equipment was $ 430,285 and $ 247,129 for the years ended December 31, 2023 and 2022, respectively, of
which $ 48,861 and $ 54,399, respectively, are included in cost of sales and $ 381,424 and $ 192,730, respectively are included in operating
expenses on the accompanying consolidated statements of operations.

 7.
 INTANGIBLE ASSETS

 On
February 3, 2022, the Company purchased the domain name Gaucho.com, in exchange for cash consideration of $ 34,999 and 861 shares of common
stock valued at $ 39,600 (see Note 19 – Stockholders' Equity, Common Stock). The domain name is being amortized over its useful
life of 15 years.

 On
June 15, 2023, the Company purchased a music video to be used in certain marketing mediums for $ 50,000 in cash. The music video is being
amortized over its useful life of 3 years.

 The
Company recognized $ 21,640 and $ 4,812 of amortization expense during the years ended December 31, 2023 and 2022, respectively, related
to the domain name and music video purchased. Future amortization of the Company's intangible assets are as follows:

 SCHEDULE OF INTANGIBLE ASSETS FUTURE AMORTIZATION

 For the years ended December 31,

 2024

 $
 21,639

 2025

 21,639

 2026

 4,972

 2027

 4,972

 2028

 4,972

 Thereafter

 39,953

 Total

 $
 98,147

 F- 24

 NOTES

 8.
 PREPAID FOREIGN TAXES

 Prepaid
foreign taxes, net, of $ 953,570 and $ 916,823 at December 31, 2023 and 2022, respectively, consists primarily of prepaid VAT credits.
VAT credits are recovered through VAT collections on subsequent sales of products by the Company. Prepaid VAT tax credits do not expire.
Prepaid foreign taxes also include Argentine minimum presumed income tax ("MPIT") credits, which are deemed unrealizable
and are fully reserved. MPIT credits expire after ten years.

 In
assessing the realization of the prepaid foreign taxes, management considers whether it is more likely than not that some portion or
all of the prepaid foreign taxes will not be realized. Management considers the historical and projected revenues, expenses and capital
expenditures in making this assessment. Based on this assessment, management has recorded a valuation allowance related to MPIT credits
of $ 223,014 and $ 263,011 as of December 31, 2023 and 2022, respectively.

 9.
 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. Financial
instruments in this category generally include actively traded equity securities.

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

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

 The
carrying amounts of the Company's short-term financial instruments including cash, accounts receivable, advances and loans to employees,
prepaid taxes and expenses, accounts payable, accrued expenses and other liabilities approximate fair value due to the short-term nature
of these instruments. The carrying value of the Company's loans payable, debt obligations, convertible debt obligations and derivative
liability approximate fair value, as they bear terms and conditions comparable to the market for obligations with similar terms and maturities.

 F- 25

 NOTES

 10.
 ACCRUED EXPENSES

 Accrued
expenses are comprised of the following:

 SCHEDULE OF ACCRUED EXPENSES

 31,

 2023

 2022

 Accrued compensation and payroll
 taxes

 $
 1,803,869

 $
 1,123,070

 Accrued taxes payable - Argentina

 84,494

 270,239

 Accrued insurance expense

 36,352

 26,096

 Accrued consulting fees

 74,512

 -

 Accrued commissions

 66,267

 44,465

 Accrued interest

 130,280

 78,368

 Accrued cash true up obligation (see Note 14)

 1,484,677

 -

 Other accrued expenses

 39,347

 122,579

 Accrued expenses, current

 3,719,798

 1,664,817

 Accrued payroll tax obligations, non-current

 30,003

 66,018

 Other long term accruals

 5,524

 -

 Total
 accrued expenses

 $
 3,755,325

 $
 1,730,835

 On
November 27, 2020, the Company entered into various payment plans, pursuant to which it agreed to pay its Argentine payroll tax obligations
over a period of 60 to 120 months. The current portion of payments due under the plan is $ 75,769 and $ 209,938 as of December 31, 2023
and 2022, respectively, which is included in accrued taxes payable – Argentina, above. The non-current portion of accrued payroll
tax obligations represents payments under the plan that are scheduled to be paid after twelve months. The Company incurred interest expense
of $ 115,562 and $ 90,141 during the years ended December 31, 2023 and 2022, respectively, related to these payment plans.

 11.
 DEFERRED REVENUE

revenue is comprised of the following:

 SCHEDULE OF DEFERRED REVENUES

 2023

 2022

 31,

 2023

 2022

 Real estate lot sales deposits

 $
 1,436,758

 $
 1,179,654

 Hotel deposits

 32,657

 44,252

 Prepaid management fees

 -

 150,000

 Other

 2,398

 -

 Total

 1,471,813

 1,373,906

 Real estate lot sales deposits from related party

 250,000

 -

 revenue

 $
 1,721,813

 $
 1,373,906

 F- 26

 NOTES

 The
Company accepts deposits in conjunction with agreements to sell real estate building lots at Algodon Wine Estates in the Mendoza
wine region of Argentina. These lot sale deposits are generally denominated in U.S. dollars. The Company received deposits for
seventeen additional lots and recorded deferred revenues in the amount of $ 662,063
during the year ended December 31, 2023 (of which $ 250,000 for the purchase of five lots was received from a related party in connection with a Lot Deposit
Agreement; see Note 12 – Lot Sale Obligations, below). The Company executed new agreements for the sale of five additional lots during the year
ended December 31, 2022 and recorded deferred revenues in the amount of $ 557,201.
Revenue is recorded when the sale closes, and the deeds are issued. The Company recorded revenue upon the closing of the sale of
real estate lots in the amount of $ 154,959
and $ 184,658 during
the years ended December 31, 2023 and 2022, respectively.

 12.
 LOT SALE OBLIGATIONS

 The
following table summarizes the activity in connection with the Company's lot sale obligations during the year ended December 31,
2023:

OF LOT SALE OBLIGATION

 Lot
 Sale Obligations

 Debt
 Discount

 Lot
 Sale Obligations, net of discount

 Lot
 Sale Obligations

 Lot
 Sale Obligations

 Debt
 Discount

 Lot
 Sale Obligations, net of discount

 Balance at January 1, 2023

 $
 -

 $
 -

 $
 -

 Proceeds in
 connection with Lot Deposit Agreements

 -

 Cost of lots transferrable
 upon rescission of Lot Deposit Agreements

 80,096

 ( 80,096
)

 -

 Amortization
 of debt discount

 -

 16,027

 16,027

 Balance at December 31, 2023

 $
 605,096

 $
 ( 64,068
)

 $
 541,027

 Lot
Deposit Agreements

the fourth quarter of 2023, the Company entered into agreements (each, a "Lot Deposit Agreement") with five investors in
the Company (each, a "Purchaser"), pursuant to which (1) each Purchaser agreed to purchase either two or three real
estate lots at a purchase price of $ 50,000
per lot and provide a deposit in an amount equal to the full purchase price (the "Purchase Amount") of the lots to be
purchased, (2) each Purchaser has the right to rescind the Lot Deposit Agreement at any time between twelve months from the date of
the Lot Deposit Agreement but prior to the closing of the lot sale. The lot sale is expected to close approximately eighteen months
after the execution of the Lot Deposit Agreement. In the event of such rescission, the Company agrees to refund the Purchase Amount
plus interest at a rate of 8.5 %
compounded quarterly and agrees to transfer title to one residential lot of the Purchaser's choosing within 30 calendar days
of receiving the Purchaser's written notice to rescind.

 The
Company entered into Lot Deposit Agreements for the purchase of eleven lots and received Purchase Amounts in the aggregate amount of
$ 525,000,
which is recorded as Lot Deposit Obligations on the accompanying consolidated balance sheet. A Purchase Amount of $ 25,000
is receivable as of December 31, 2023, and will be recorded as additional Lot Sale Obligation when received. The $ 80,096
aggregate cost of the lots to be transferred in the event of rescission of the Lot Deposit Agreements was recorded as a
discount to the lot sale obligations and is being amortized over twelve months using the effective interest method.

 Interest Expense on Lot Sale
Obligations

 The Company recorded interest
expense in the amount of $ 28,864 related to lot sale obligations during the year ended December 31, 2023, which consisted of $ 12,657
interest accrued at the stated rate of 8.5 %, plus amortization of debt discount in the amount of $ 16,027.

 F- 27

 NOTES

 Lot Deposit Agreements with
Related Parties

 On October 30, 2023, the Company entered into a Lot Deposit Agreement with a holder of more than 5% of the Company's
outstanding common stock (the "Related Party Purchaser") pursuant to which (1) the Related Party Purchaser agreed to
purchase five real estate lots at a purchase price of $ 50,000
per lot and paid a deposit equal to the full purchase price for the purchased lots, (2) the Related Party Purchaser had the right to
rescind the Lot Deposit Agreement at any time between twelve months from the date of the Lot Deposit Agreement but prior to the
closing of the lot sale. The lot sale is expected to close approximately eighteen months after the execution of the Lot Deposit
Agreement. In the event of such rescission, the Company agrees to refund the Purchase Amount plus interest at a rate of 8.5 %
compounded quarterly and agrees to transfer title to two residential lots of the Related Party Purchaser's choosing within 30
calendar days of receiving the Related Party Purchaser's written notice to rescind.

believes it is not probable that the Related Party Purchaser will rescind his Lot Deposit Agreement; therefore, the $ 250,000
proceeds received in connection with the Related Party's Lot Deposit Agreement are recorded as deferred revenues, related
party on the accompanying consolidated balance sheet.

 13.
 LOANS PAYABLE

 The
Company's loans payable are summarized below:

 SCHEDULE OF LOANS PAYABLE

 31,

 2023

 2022

 EIDL

 $
 93,541

 $
 93,541

 2018 Loan

 -

 111,137

 2022 Loan

 -

 51,643

 2023 Loan

 185,000

 -

 Total Loans Payable

 278,541

 256,321

 Less:
 current portion

 188,169

 164,656

 Loans
 Payable, non-current

 $
 90,372

 $
 91,665

 F- 28

 NOTES

 Future
minimum principal payments under the loans payable are as follows:

OF FUTURE MINIMUM PRINCIPAL PAYMENTS OF LOANS PAYABLE

 For the years ending December 31,

 2024

 188,169

 2025

 2,195

 2026

 2,278

 2027

 2,365

 2028

 2,447

 Thereafter

 81,087

 Total
 payment

 $
 278,541

 2023
Loan

 On
January 9, 2023, the Company received $ 185,000
 in proceeds on the issuance of a one-year, non-convertible
promissory note with a January
9, 2024 maturity date. The note bears interest
at a rate of 8 %
per annum. The Company repaid principal on the 2023 Loan in the amount of $ 100,000
 on February 22, 2024, and the lender has agreed
to receive repayment of the remaining balance in August 2024.

 EIDL
Loan

 On
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. Proceeds from the EIDL are being used for working capital purposes. The EIDL
Loan is secured by a security interest in all of the Company's assets.

 On
July 20, 2022, the federal government notified the Company that installment payments on the remainder of the balance of the EIDL Loan
would be required starting 30 months from the date of the loan, which is October 19, 2022. The EIDL loan matures on May 22, 2050. On
October 3, 2022 the Company made a payment of $ 459 on the EIDL loan. No additional payments have been made. The Company is currently
in default on the EIDL Loan, and the loan is payable upon demand.

 2018
Loan

 On
January 25, 2018 the Company received a bank loan in the amount of $ 525,000 (the "2018 Loan"), denominated in U.S. dollars.
The 2018 Loan bears interest at 6.75 % per annum and was due on January 25, 2023. The Central Bank of Argentina issued a rule instructing
the deferral of loan payments for any loan outstanding in April of 2020 due to COVID. The deferral extended the maturity date to October
2023. Pursuant to the terms of the 2018 Loan, principal and interest is to be paid in 60 equal monthly installments of $ 10,311, beginning
on February 23, 2018. During the year ended December 31, 2023, the Company paid $ 111,137 on the 2018 Loan. As of December 31, 2023, the
2018 Loan has been paid in full.

 F- 29

 NOTES

 2022
Loan

 On
December 23, 2022, the Company received a bank loan in the amount of $ 51,643 (the "2022 Loan"), denominated in 9,000,000
Argentine pesos. The loan is payable in twelve installments of principal and interest at a rate of 7.00 % of outstanding principal per
month. The first payment was due on January 23, 2023 and the last payment is due on December 25, 2023. During the year ended December
31, 2023, the Company paid $ 9,226 on the 2022 Loan. and recorded an additional decrease of $ 42,417 in the balance of the 2022 Loan as
the result of changes in the exchange rate during the period, which is included in gains from foreign currency translation on the accompanying
consolidated statement of operations. As of December 31, 2023, the 2022 Loan has been paid in full.

Expense on Loans Payable

 The
Company incurred interest expense related to the loans payable in the amount of $ 30,651 and $ 10,642 during the years ended December 31,
2023 and 2022, respectively. As of December 31, 2023 and December 31, 2022, there is accrued interest of $ 38,787 and $ 9,437, respectively,
related to the Company's loans payable.

 14.
 CONVERTIBLE DEBT OBLIGATIONS

 Activity
related to the Company's convertible debt obligations is as follows:

 SCHEDULE OF CONVERTIBLE NOTES

 GGH

 Notes

 Investor

 Notes

 October

 Notes

 2023

 Note

 Total

 Debt

 Discount

 net
 of discount

 debt,

 GGH

 Notes

 Investor

 Notes

 October

 Notes

 2023

 Note

 Total

 Debt

 Discount

 net
 of discount

 Balance at January 1, 2022

 $
 6,480,000

 $
 -

 $
 -

 $
 -

 $
 6,480,000

 $
 ( 751,652
)

 $
 5,728,348

 Notes issued

 -

 1,727,500

 1,431,500

 -

 3,159,000

 -

 3,159,000

 Note principal exchanged
 for warrants

 ( 900
)

 -

 -

 -

 ( 900
)

 ( 848,531
)

 ( 849,431
)

 Debt principal converted
 to common stock

 ( 4,481,191
)

 ( 1,727,500
)

 ( 1,431,500
)

 -

 ( 7,640,191
)

 -

 ( 7,640,191
)

 Amortization of debt discount

 -

 -

 -

 -

 -

 1,172,461

 1,172,461

 Extinguishment
 loss

 -

 -

 -

 -

 -

 421,272

 421,272

 Balance at December 31, 2022

 1,997,909

 -

 -

 -

 1,997,909

 ( 6,450
)

 1,991,459

 Notes issued

 -

 -

 -

 5,617,978

 5,617,978

 ( 2,509,601
)

 3,108,377

 Warrant modification in
 connection with
 Letter Agreement

 -

 -

 -

 -

 -

 ( 392,273
)

 ( 392,273
)

 Debt principal converted
 to common stock

 ( 1,335,439
)

 -

 -

 ( 3,822,210
)

 ( 5,157,649
)

 -

 ( 5,157,649
)

 Principal repayments

 ( 662,470
)

 -

 -

 ( 200,071
)

 ( 862,541
)

 -

 ( 862,541
)

 Amortization
 of debt discount

 -

 -

 -

 -

 -

 2,633,529

 2,633,529

 Balance at December 31, 2023

 $
 -

 $
 -

 $
 -

 $
 1,595,697

 $
 1,595,697

 $
 ( 274,795
)

 $
 1,320,902

 GGH
Convertible Notes

 On
November 3, 2021, the Company sold senior secured convertible notes of the Company, in the aggregate original principal amount of $ 6,480,000
(the "GGH Notes"), for gross proceeds of $ 6,000,000. The GGH Notes were due and payable on the first anniversary of the issuance
date (the "Maturity Date"), bore interest at 7 % per annum and were originally convertible into shares of common stock of
the Company at a conversion price of $ 420.00 per share (subject to adjustment for standard anti-dilution events). Interest is payable
in cash quarterly in arrears. Holders of GGH Notes may convert any portion of outstanding and unpaid principal and interest at any time,
subject to a 4.99 % beneficial ownership limitation.

 F- 30

 NOTES

 The
GGH Notes ranked senior to all outstanding and future indebtedness of the Company and its subsidiaries and were secured by all existing
and future assets of the Company, as well as shares of common stock and certain options to purchase common stock of the Company owned
by the President and CEO of the Company. Holders of GGH Notes were entitled to certain registration rights, pursuant to a registration
rights agreement between the holders of the GGH Notes and the Company, dated November 9, 2021.

 Upon
the issuance of the GGH Notes, the Company recorded a debt discount at issuance in the aggregate amount $ 950,813, consisting of (i) the
$ 480,000 difference between the aggregate principal amount of the GGH Notes and the cash proceeds received, and (ii) financing costs
in the aggregate amount of $ 470,813. The debt discount was amortized using the effective interest method over the term of the GGH Notes.

 The
GGH Notes included several embedded features that require bifurcation. However, management has determined that the value of these bifurcated
derivatives was de minimis as of November 3, 2021 (date of the agreement) and December 31, 2022.

to the original terms of the GGH Notes, beginning on February 7, 2022, the Company was to make nine monthly payments consisting of principal
in the amount of $ 720,000, plus (i) accrued interest and (ii) a make-whole amount equal to the additional interest that would accrue
if the entire GGH Notes principal remained outstanding through the Maturity Date.

 On
February 22, 2022, the Company entered into an exchange agreement (the "Exchange Agreement") with holders of GGH Notes. Pursuant
to the Exchange Agreement, the Company was able to defer monthly principal payments until May 7, 2022 and make six monthly payments in
the amount of $ 1,080,000, plus accrued interest and make-whole amount. As consideration for entering into the Exchange Agreement, $ 300
 of aggregate principal amount the GGH Notes was exchanged for three-year warrants (the "GGH Warrants") for the purchase of
an aggregate of 6,250 shares of the Company's common stock at an exercise price of $ 210.00 per share, which had an aggregate grant
date value of $ 731,856. The Exchange Agreement was accounted for as a debt modification and the grant date value of the GGH Warrants
less $ 300 principal exchanged for the warrants was recorded as additional debt discount.

 On
May 2, 2022, the Company entered into a letter agreement with the holders of GGH Notes (the "Letter Agreement #1"). The Letter
Agreement #1 provided for the reduction of the conversion price for shares of the Company's common stock from $ 420.00 to $ 162.00
between May 3, 2022 through May 13, 2022. During the period from May 3, 2022 through May 11, 2022, principal, interest and fees in the
amount of $ 357,498 were converted into 2,207 shares of common stock at a conversion price of $ 162.00 per share. The Company recorded
inducement expense in the amount of $ 198,096 as a result of the conversion of debt and interest pursuant to the Letter Agreement.

 On
May 12, 2022, the Company entered into a conversion agreement with the holders of GGH Notes (the "Letter Agreement #2") pursuant
to which the parties agreed to reduce the Conversion Price to $ 114.00 and the holders of GGH Notes have committed to converting principal
outstanding under the GGH Notes in an amount equal to 4.90 % of the outstanding shares of common stock of the Company. The reduction in
conversion price was accounted for as debt extinguishment. The Company recorded a loss on extinguishment of debt of $ 2,105,119, which
consisted of (i) $ 421,272 to eliminate the debt discount related to the cancelled notes, plus (ii) $ 1,683,847, which represented the
difference between the previous net carrying amount and the fair value of the modified debt instrument. On May 13, 2022 principal, interest
and fees in the amount of $ 1,165,099 were converted into 10,220 shares of common stock at conversion price of $ 114.00 per share, of which
 4,968 shares had been previously issued as pre-delivery shares on November 9, 2021 and the remaining 5,252 shares were issued on May
13, 2022.

 F- 31

 NOTES

 The
fair value of the modified debt instrument at the extinguishment date was determined to be $ 7,831,248, which consisted of principal in
the amount of $ 6,147,401 and the fair value of the embedded conversion option ("ECO") of $ 1,683,847. The fair value of the
ECO was determined using the Black Scholes Option Pricing Model (which is considered to be a Level 3 fair value measurement) with the
following assumptions used: contractual term - 0.48 years; expected volatility – 61 %; expected dividends – 0 %. The fair value
of the ECO was recorded as additional paid in capital.

 On
July 1, 2022, the Company entered into another letter agreement with the holders of GGH Notes (the "Letter Agreement #3").
The Letter Agreement #3 provided for the reduction of the conversion price for shares of the Company's common stock from $ 114.00
to $ 36.00 between July 5, 2022 through September 5, 2022.

the period from July 7 through August 30, 2022, GGH Notes with principal, interest and fees in the amount of $ 3,201,894 were converted
into 88,942 shares of common stock at a conversion price of $ 36.00 per share. The Company recorded inducement expense in the amount of
$ 2,965,222 as a result of the conversion of debt and interest pursuant to Letter Agreement #3.

 On
September 22, 2022, the Company and the Holders of the GGH Notes entered into another exchange agreement (the "Exchange Agreement
#2") with the Holders in order to amend and waive certain provisions of the Existing Note Documents and exchange $ 300 in aggregate
principal amount of the GGH Notes, on the basis and subject to the terms and conditions set forth in the Exchange Agreement #2, for three-year
warrants to purchase up to 9,092 shares of the Company's Common Stock at an exercise price of $ 38.20. The Exchange Agreement #2
amended the original terms of payment of the Existing Notes and waived payment of principal and interest due on each of September 7,
2022 and October 7, 2022. All principal, interest, and fees became due on the maturity date of November 9, 2022. The Exchange Agreement
#2 was accounted for as a debt modification and the grant date fair value of the warrants valued at $ 102,167 less $ 300 principal exchanged
for the warrants was recorded as additional debt discount.

 On
November 30, 2022, the Company and the Holders entered into another exchange agreement (the "Exchange Agreement #3") with
the Holders in order to amend and waive certain provisions of the Existing Note Documents and exchanged $ 300 in aggregate principal amount
of the GGH Notes, on the basis and subject to the terms and conditions set forth in the Exchange Agreement #3, for three-year warrants
to purchase up to 4,381 shares of the Company's Common Stock at an exercise price of $ 24.00 and warrants to purchase up to 4,381
shares of the Company's Common Stock at an exercise price of $ 60.00. The Exchange Agreement #3 extended the maturity date of the
Existing Notes from November 9, 2022 to February 9, 2023 and waived all other payments due until February 9, 2023. The Exchange Agreement
#3 was accounted for as a debt modification and the grant date fair value of the warrants valued at $ 15,108 less $ 300 principal exchanged
for the warrants was recorded as additional debt discount.

 On
February 2, 2023, the Company and the holders of the remaining GGH Notes entered into a fourth letter agreement ("Letter Agreement
#4). Pursuant to Letter Agreement #4, the parties agreed to reduce the conversion price of the GGH Notes to the lower of: (i) the closing
sale price on the trading day immediately preceding the conversion date; and (ii) the average closing sale price of the common stock
for the five trading days immediately preceding the conversion date.

February 3 and February 15, 2023, the holders elected to convert an aggregate of $ 1,571,553 in principal and interest, of which $ 1,335,439,
$ 124,049, and $ 112,065 was principal, interest and premium converted, into 83,333 shares of common stock at prices ranging from $ 14.50
to $ 24.00 per share. The premium converted in connection with the GGH Notes was recorded as a loss on extinguishment.

 F- 32

 NOTES

 On
February 8, 2023, the Company and the holders of the remaining GGH Notes entered into a fifth letter agreement ("Letter Agreement
#5). Pursuant to Letter Agreement #5, the parties agreed to extend the maturity date of the notes from February 9, 2023 to February 28,
2023.

 On
February 20, 2023, the Company entered into another exchange agreement (the "Exchange Agreement #4") with the remaining holders
of the GGH Notes, pursuant to which warrants for the purchase up to an aggregate of 15,000 shares of the Company's common stock
at an exercise price of $ 1.00 were issued as consideration for extending the maturity date in connection with Letter Agreement #5. The
warrants have a grant date fair value of $ 134,779 and expire on the second anniversary of the date of issuance. Because the value of
the new warrants was deemed to be substantial as compared to the $ 662,470 remaining principal of the GGH Notes, the transaction was accounted
for as an extinguishment of old notes which were replaced with the new note. The fair value of the warrants was recorded as a loss on
extinguishment and is reflected under Other Expense (Income) in the accompanying consolidated statement of operations.

 On
February 21, 2023, the Company redeemed the remaining GGH Notes for $ 905,428, which consisted of $ 662,470 of principal, $ 118,909 of accrued
interest and $ 124,049 of redemption premium, the latter of which was charged to extinguishment loss. As of December 31, 2023, there are
no remaining obligations pursuant to the GGH Notes.

 Investor
Notes

the period from July 13, 2022 through August 30, 2022, the Company issued convertible promissory notes to certain investors (the "Investor
Notes") in the aggregate amount of $ 1,727,500. Pursuant to the terms of the Investor Notes, if the stockholders approve for purposes
of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of up to 125,000 of the Company's common stock upon the conversion
of the Investor Notes, without giving effect to Nasdaq's 20 % Rule, the Investor Notes were to be automatically converted into units
consisting of one share of common stock and one warrant to purchase one share of common stock at a price equal to the lesser of (a) $ 66.00
per unit or (b) the three-day volume weighted average closing price ("VWAP") of the Company's common stock beginning
on the date that is two days prior to stockholder approval of such conversion at the 2022 annual stockholder meeting.

 At
the annual stockholder meeting held on August 30, 2022, the Company obtained the requisite stockholder approval, and the Investor Notes
comprised of $ 1,727,500 and $ 8,252 in interest, were automatically converted into an aggregate of 45,459 units based on a conversion
price of $ 38.20, which represents the three-day VWAP of the Company's common stock beginning on the date that is two days prior
to stockholder approval of such conversion at the 2022 annual stockholder meeting. Each warrant issued upon the conversion of the Investor
Notes is exercisable at a price of $ 38.20 and expires one year from the date of issuance. There is no balance outstanding related to
the Investor Notes as of December 31, 2023 or 2022.

 F- 33

 NOTES

 October
Notes

 On
October 22, 2022, the Board of Directors approved an offering of up to $ 1.5 million of 7 % convertible promissory notes with a one-year
maturity to accredited investors (the "October Notes).

 The
October Notes were to be mandatorily converted upon the earlier to occur of: (i) the date of execution of a ground lease in connection
with the previously announced agreement to develop a project in Las Vegas, Nevada (see Note 1 - Business Organization and Nature of Operations);
or (ii) the date the Company obtains stockholder approval to issue shares of the Company's common stock in accordance with Nasdaq
Listing Rule 5635(d) (each, a "Mandatory Conversion Event").

 Upon
a Mandatory Conversion Event, the October Notes will be converted into units ("Units"), with each Unit consisting of one
share of common stock and a one-year warrant for the purchase of one share of common stock, exercisable at $ 60.00 per share, at a conversion
price equal to the lower of (a) $ 25.20 per share or (b) the three-day volume weighted average closing price beginning on the date that
is two days prior to the Mandatory Conversion Event, subject to a floor price on conversion of $ 24.00 per share.

 On
December 19, 2022, at a special meeting of the stockholders of the Company, the stockholders approved, for purposes of complying with
Nasdaq Listing Rule 5635(d), the issuance of up to 125,000 shares of the Company's common stock upon the conversion of the October
Notes without giving effect to the 19.99 % cap provided under Nasdaq Rule 5635(d).

 Also
on December 19, 2022, October Notes representing a total of $ 1,431,500 of principal and $ 13,817 of interest were mandatorily converted
into 60,223 units ("Units") at a conversion price of $ 24.00 per Unit. There is no balance outstanding related to the October
Notes as of December 31, 2023 or 2022.

 2023
Convertible Note

 On
February 21, 2023, the Company entered into a securities purchase agreement (the "SPA") with an institutional investor, (the
"Investor") pursuant to which the Company received proceeds of $ 5,000,000 in exchange for a senior secured convertible note
(the "2023 Note") of the Company in the aggregate original principal amount of $ 5,617,978, and a three-year common stock
purchase warrant exercisable into an aggregate of 337,710 shares of common stock of the Company at an exercise price equal to $ 13.40
(the "2023 Note Warrant"). In addition to other terms, conditions and rights, both the Company and the Investor have the
right to initiate additional closings for up to $ 5 million of cash for additional 2023 Notes and warrants.

 The
Company incurred financing costs of $ 321,803 in connection with the SPA, of which $ 218,187 was allocated to the 2023 Note and recorded
as debt discount and $ 103,616 was allocated to the 2023 Note Warrant and charged against additional paid-in capital.

to the SPA, the exercise price of certain warrants for the purchase of 6,250 common shares exercisable at $ 210.00 per share and warrants
for the purchase of 4,381 shares exercisable at $ 60.00 per share was reduced to $ 10.00 per share. The increase in the value of the warrants
in the aggregate amount of $ 63,502 as a result of the reduction in exercise price was recorded as debt discount on the 2023 Note.

 F- 34

 NOTES

 Upon
the issuance of the 2023 Note, the Company recorded a debt discount at issuance in the aggregate amount $ 2,509,601, consisting of (i)
the $ 617,978 difference between the aggregate principal amount of the 2023 Note and the cash proceeds received, (ii) financing costs
in the aggregate amount of $ 218,187, (iii) value of warrant modification of $ 63,502, and (iv) the $ 1,609,935 relative fair value of the
2023 Note Warrant. The debt discount is being amortized using the effective interest method over the term of the 2023 Note.

 The
2023 Note is convertible into shares of common stock of the Company at a conversion price equal to the lower of (i) $ 13.40 (subject to
adjustment for standard anti-dilution events, the non-exempt issuance of common stock for less than $ 13.40 per share and the issuance
of additional variable price securities); (ii) the trading price on the day immediately prior to conversion or (iii) the average trading
price of the Company's common stock for the five days preceding conversion (collectively the "Conversion Price"), subject
to a floor price of $ 2.70. If the Conversion Price in effect on the date of conversion is less than $ 2.70, the Investor is entitled to
a cash true up payment equal to the difference between the conversion dollar amount and the value of shares issued upon conversion (the
"Cash True Up Provision"). The Investor may convert any portion of outstanding and unpaid principal and interest owed on
the 2023 Note at any time, subject to a 4.99 % beneficial ownership limitation (see Note 22 – Subsequent Events).

 The
2023 Note matures on the first anniversary of the issuance date (the "Maturity Date") and bears interest at a rate of 7 %
per annum (increasing to 18% upon event of default), which is payable either in cash monthly, or by way of inclusion in the accrued interest
in the conversion amount on the conversion date. Interest includes a make-whole amount equal to the additional interest that would accrue
if the entire 2023 Note principal remained outstanding through the Maturity Date.

 The
2023 Note is redeemable at the Company's election, so long as the Company is not in default, at the greater of (a) 115 % of the
conversion amount, or (b) the amount equal to the shares issuable times the greatest closing price from the redemption notice date through
the date the Company makes the redemption payment. The minimum redemption amount is $ 500,000 and the Company can only deliver one redemption
notice in a 20-day period.

 Upon
an event of default on the 2023 Note, the Conversion Price is reduced to the lesser of (a) $ 13.40 (subject to adjustment as described
above); (b) 80% of the volume-weighted average price on the day preceding receipt of the conversion notice; or (c) 80% of the average
of the three lowest volume-weighted average prices over the fifteen trading days which precede receipt of the conversion notice, subject
to a floor price of $ 2.70 (the "Event of Default Conversion Price"). In addition, the Investor may require the Company to
redeem the 2023 Note using the same formula that would be used for a Company-initiated redemption, described above.

 The
Event of Default Conversion Price represents a redemption feature, which was bifurcated from the debt host and recorded as a derivative
liability. As of the date of issuance of the 2023 Note, management had estimated that the probability of an event of default was negligible;
accordingly, the fair value of the derivative liability was de minimis at the date of issuance.

to the terms of the 2023 Note, the Company must pay, convert or redeem one quarter of the initial principal, plus any outstanding interest
and make-whole amount by each three-month anniversary of the issuance date.

 F- 35

 NOTES

 On
May 21, 2023, an Event of Default occurred with respect to the 2023 Note as a result of not making the required quarterly payment due
on that date (the "May 2023 Default Event"). On August 11, 2023, the Company and the Investor entered into a letter agreement
pursuant to which, among other things: (i) the Investor agreed to forbear from issuing an Event of Default Notice and Event of Default
Redemption Notice; (ii) the requirement in the 2023 Note to pay interest monthly in cash is waived for payments due August 1, 2023 through
December 31, 2023; (iii) the application of the default interest rate (18%) on the 2023 Note is waived for the period from May 21, 2023
through December 31, 2023, (iv) the requirement for the Company to prepay, redeem, or convert one quarter the initial principal owed
on the 2023 Note, plus any outstanding interest and make-whole amount by each three-month anniversary of the issuance date was waived
through December 31, 2023; (v) the Company adjusted the exercise price of the 2023 Note Warrant from $ 13.40 to $ 4.50; and (vi) the Investor
may continue to convert the 2023 Note at the Event of Default Conversion Price or at $ 4.50. The reduction of the exercise price of the
2023 Note Warrant represented a warrant modification resulting in incremental value in the amount of $ 392,273, which was recorded as
additional debt discount and will be amortized over the remaining term of the 2023 Note.

to the SPA and 2023 Note, on October 5, 2023, the Company and the Holder entered into the first amendment to 2023 Note which amends the
2023 Note and lowers the floor price for conversion of the 2023 Note from $ 2.70 to $ 0.40.

the year ended December 31, 2023, the Company made redemption payments in the aggregate amount of $ 246,186 related to the 2023 Note,
which included principal repayments of $ 200,071, accrued interest of $ 14,004 and redemption premiums of $ 32,111. The Company recorded
a loss on extinguishment for the amount of redemption premiums paid.

the year ended December 31, 2023, the Company issued 2,297,005 shares of its common stock with a value at issuance of $ 4,339,195 upon
the conversion of $ 3,822,210 of principal, $ 220,996 of interest, $ 13,077 of redemption premium and $ 1,767,591 of derivative liabilities
(including default premiums and redemption feature, see Derivative Liability, below) in connection with the 2023 Note (the "Conversion
Amount") at conversion prices between $ 0.48 and $ 7.79 per share. The $ 1,484,677 excess of the Conversion Amount over the value
of the shares issued represents a liability for the cash true up payment owed to the holder in connection with the Cash True Up Provision
described above, and is included in accrued expense, current portion in the accompanying consolidated balance sheet. The $ 13,077 of redemption
premium converted is included in loss on extinguishment of debt on the accompanying consolidated statement of operations.

 Derivative
Liability

 The
Event of Default Conversion Price represents a redemption feature, which was bifurcated from the 2023 Note host and recorded as a derivative
liability. During the year ended December 31, 2023, the Company has recorded $ 2,505,731, in connection with the change in fair value
of the derivative liability, which represents the difference between shares issuable upon conversion
with no event of default, and the value of shares issuable upon conversion of debt at the Event of Default Conversion Price.

 F- 36

 NOTES

 The
following table sets forth a summary of the changes in the fair value of the derivative liability that are measured at fair value on
a recurring basis:

 SUMMARY OF THE CHANGES IN THE FAIR VALUE OF DERIVATIVE LIABILITIES

 Balance at January 1, 2023

 $
 -

 Fair value of derivative
 liability upon issuance of 2023 Notes

 -

 Add: change
 in fair value of derivative liability upon May 2023 Default Event

 2,141,117

 Add: fair value of derivative
 associated with convertible interest accrued during the period

 364,614

 Less:
 fair value of derivative associated with 2023 Note balances converted during the period

 ( 1,767,591
)

 Balance at December 31, 2023

 $
 738,140

Expense on Convertible Debt Obligations

 The
Company incurred total interest expense of approximately $ 3,281,676 and $ 1,683,815 related to its convertible debt obligations during
the years ended December 31, 2023 and 2022, respectively.

expense during the year ended 2023 consisted of (i) $ 648,145 of interest and make-whole interest accrued at stated interest rates and
(ii) amortization of debt discount in the amount of $ 2,633,531. Interest expense during the year 2022 consisted of approximately (i)
$ 510,851 of interest and make-whole interest accrued at stated interest rates; (ii) amortization of debt discount in the amount of approximately
$ 1,172,461.

 15.
 INCOME TAXES

 The
Company files tax returns in United States ("U.S.") Federal, state and local jurisdictions, plus Argentina and the United
Kingdom ("U.K.").

 United
States and international components of income before income taxes were as follows:

OF LOSS BEFORE INCOME TAX, DOMESTIC AND FOREIGN

 2023

 2022

 For The Years
 Ended

 31,

 2023

 2022

 United States

 $
 ( 15,084,612
)

 $
 ( 20,801,676
)

 International

 ( 1,113,398
)

 ( 1,023,622
)

 Loss before income taxes

 $
)

 $
)

 F- 37

 NOTES

 The
income tax provision (benefit) consisted of the following:

OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT)

 2023

 2022

 For The Years Ended

 December 31,

 2023

 2022

 Federal

 $
 -

 $
 -

 1,457,695

 ( 5,845,450
)

 State and local

 -

 -

 ( 1,057,573
)

 1,643,976

 Foreign

 -

 -

 3,419

 35,005

 Income tax provision (benefit) before valuation allowance

 403,541

 ( 4,166,469
)

 Change in valuation allowance

 ( 403,541
)

 4,166,469

 Income tax provision (benefit)

 $
 -

 $
 -

 For
the years ended December 31, 2023 and 2022, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual
tax expense (benefit) as follows:

OF EFFECTIVE RECONCILIATION OF INCOME TAX PROVISION (BENEFIT)

 2023

 2022

 For The Years
 Ended

 31,

 2023

 2022

 U.S. federal statutory rate

 ( 21.0
)%

 ( 21.0
)%

 State taxes, net of federal benefit

 4.3
 %

 ( 6.5
)%

 Permanent differences

 9.8
 %

 8.9
 %

 Write-off of deferred tax assets

 1.6
 %

 2.8
 %

 Prior period true up

 5.3
 %

 ( 7.4
)%

 Other

 ( 0.2
)%

 4.1
 %

 Change in valuation
 allowance

 0.2
 %

 19.1
 %

 Income tax provision
 (benefit)

 0.0
 %

 0.0
 %

 As
of December 31, 2023 and 2022, the Company's deferred tax assets consisted of the effects of temporary differences attributable
to the following:

OF DEFERRED TAX ASSETS

 2023

 2022

 31,

 2023

 2022

 Net operating loss

 $
 23,207,533

 $
 24,283,176

 Stock based compensation

 654,475

 156,631

 Argentine tax credits

 31,777

 35,196

 Receivable allowances

 484,279

 306,698

 Total deferred tax assets

 24,378,064

 24,781,701

 Valuation allowance

 ( 24,378,064
)

 ( 24,781,605
)

 Deferred tax assets, net
 of valuation allowance

 -

 Excess of book over
 tax basis of warrants

 -

 ( 96
)

 Net deferred tax assets

 $
 -

 $
 -

 F- 38

 NOTES

 As
of December 31, 2023, the Company has approximately $ 86,744,000 of gross U.S. federal net operating losses ("NOLs"). Approximately
$ 50,519,000 of the federal NOLs will expire from 2023 to 2037 and approximately $ 36,225,000 have no expiration date. These NOL carryovers
are subject to annual limitations under Section 382 of the U.S. Internal Revenue Code because there was a greater than 50 % ownership
change, as determined under the regulations, on or about June 30, 2012. We have determined that, due to those annual limitations under
Section 382, an additional $ 6,300,000 of NOLs will expire unused and are not included in the available NOLs stated above. Therefore,
we have reduced the related deferred tax asset for NOL carryovers by approximately $ 2,810,000 from June 30, 2012 forward. The Company's
NOLs generated through the date of the ownership change on June 30, 2012 are subject to an annual limitation of approximately $ 1,000,000.
 The Company remains subject to the possibility that a greater than 50% ownership change could trigger additional annual limitations on
the usage of NOLs. As of December 31, 2022, the Company had approximately $ 85,374,000 of gross U.S. federal net operating losses ("NOLs"),
which included approximately $ 4,100,000 of GGI NOLs.

 As
of December 31, 2023, the Company has Florida, New York State and New York City NOLs of approximately $ 15,816,000, $ 53,689,000 and
$ 30,130,000, respectively. These NOLs include approximately $ 0
of GGI NOLs. As of December 31, 2022, the Company had gross Florida, New York State and New York City NOLs of approximately
$ 9,049,000, $ 56,193,000
and $ 32,597,000,
respectively. The Florida NOLs will expire from 2041 – 2043. All of the New York State and New York City NOLs will expire
from 2035 to 2038. During the year ended December 31, 2021, the Company re-established nexus in New York State and New York
City as the Company has employees located there. The previously written off NOL's and related deferred tax assets (that have
been reduced by a valuation allowance of a corresponding amount) have been reinstated.

 In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the future generation
of taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and taxing strategies in making this assessment. Based on
this assessment, management has established a full valuation allowance against all of the net deferred tax assets for each period,
since it is more likely than not that all of the deferred tax assets will not be realized. The valuation allowance for the year
ended December 31, 2023 and 2022 (decreased) increased by approximately ($ 403,500)
and $ 4,200,000,
respectively.

has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's consolidated
financial statements as of December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits
within twelve months of the reporting date. The Company has U.S. tax returns subject to examination by tax authorities beginning with
those filed for the year ended December 31, 2019 (or the year ended December 31, 2023 if the Company were to utilize its NOLs). No tax
audits were commenced or were in process during the years ended December 31, 2023 and 2022. The Company's policy is to classify
assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated
statements of operations.

 F- 39

 NOTES

 16.
 SEGMENT DATA

 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.

 (e-commerce), through GGI, including the manufacture and sale of high-end fashion and accessories sold through an e-commerce platform.

 Corporate,
 consisting of general corporate overhead expenses not directly attributable to any one of the business segments.

 The
following tables present segment information for the years ended December 31, 2023 and 2022:

OF SEGMENT INFORMATION

 Real Estate

 For
 the Year Ended December 31, 2023

 Real Estate

 Development

 (e-commerce)

 Corporate

 TOTAL

 $
 1,911,436

 $
 239,578

 $
 -

 $

 Revenues from Foreign
 Operations

 $
 1,911,436

 $
 -

 $
 -

 $
 1,911,436

 Depreciation and Amortization

 $
 111,905

 $
 222,379

 $
 68,780

 $
 403,064

 Loss from Operations

 $
 ( 1,712,798
)

 $
 ( 1,695,224
)

 $
 ( 7,419,794
)

 $
 ( 10,827,816
)

 Interest Income

 $
 ( 71,978
)

 $
 -

 $
 -

 $
 ( 71,978
)

 Interest Expense

 $
 166,276

 $
 -

 $
 3,321,837

 $
 3,488,113

 Net Loss

 $
 ( 731,276
)

 $
 ( 1,695,224
)

 $
 ( 13,771,510
)

 $
)

 Capital Expenditures

 $
 577,859

 $
 5,173

 $
 32,366

 $
 615,398

 Total Property and Equipment,
 net

 $
 6,651,946

 $
 1,154,424

 $
 -

 $
 7,806,370

 Total
 Property and Equipment, net in Foreign Countries

 $
 6,651,946

 $
 -

 $
 -

 $
 6,651,946

 Total Assets

 $
 13,004,982

 $
 3,110,117

 $
 445,226

 $
 16,560,325

 F- 40

 NOTES

 Real Estate

 For
 the Year Ended December 31, 2022

 Real
 Estate

 Development

 (e-commerce)

 Corporate

 TOTAL

 $
 1,540,955

 $
 102,760

 $
 -

 $

 Revenues from Foreign
 Operations

 1,540,955

 -

 -

 1,540,955

 Depreciation and Amortization

 152,183

 58,279

 41,479

 251,941

 Loss from Operations

 ( 1,516,746
)

 ( 1,622,122
)

 ( 12,644,782
)

 ( 15,783,650
)

 Interest Income

 ( 142,746
)

 -

 -

 ( 142,746
)

 Interest Expense

 99,366

 -

 1,595,091

 1,694,457

 Net Loss

 ( 7,694,866
)

 ( 1,622,122
)

 ( 12,508,310
)

)

 Capital Expenditures

 894,251

 974,544

 59,215

 1,928,010

 Total Property and Equipment,
 net

 6,234,856

 1,369,205

 17,196

 7,621,257

 Total
 Property and Equipment, net in Foreign Countries

 6,234,856

 -

 -

 6,234,856

 Total Assets

 $
 13,504,914

 3,522,415

 $
 1,665,656

 $
 18,692,985

 17.
 RELATED PARTY TRANSACTIONS

 Accounts
Receivable – Related Parties

 As
of December 31, 2023 and December 31, 2022 the Company had accounts receivable – related parties of $ 0 and $ 1,115,816 net
of allowances for expected credit losses of $ 1,517,836 and $ 339,503, respectively, representing the net realizable value of advances made
to, and expense sharing obligations receivable from, separate entities under common management.

the years ended December 31, 2023 and 2022, the Company made advances in the amount of $ 187,144 and $ 272,920, respectively, to the related
entities, and paid expenses on behalf of the related entities (pursuant to the expense sharing agreements discussed below) in the amount
of $ 579,661 and $ 742,943, respectively. The Company received repayments from the related parties in the amount of $ 704,288 and $ 825,000
during the years ended December 31, 2023 and 2022, respectively.

 The
Company recorded an allowance of $ 111,582 for related party credit losses upon the adoption of ASU 2016-13 on January 1, 2023. The Company
recorded additional credit losses related to accounts receivable, related parties of $ 1,066,751 during the year ended December 31, 2023,
which is reflected within general and administrative expenses on the on the accompanying consolidated statements of operations. Credit losses charged to
expense in connection with accounts receivable related parties was $ 0 for the year ended December 31, 2022.

 F- 41

 NOTES

 Expense
Sharing

 On
April 1, 2010, the Company entered into an agreement with a Related Party to share expenses such as office space, support staff, professional
services, and other operating expenses (the "Related Party ESA"). During the years ended December 31, 2023 and 2022, the
Company recorded a contra-expense of approximately $ 705,994 and $ 742,943, respectively, related to the reimbursement of general and administrative
expenses as a result of the agreement.

 Investment
in Related Party

 On
June 16, 2021, the Company, through its wholly owned subsidiary, GVI, entered into the Amended and Restated Limited Liability Company
Agreement (the "LLC Agreement") of LVH Holdings LLC ("LVH"), for the purpose of developing a project in Las Vegas,
Nevada (the "Las Vegas Project") in order to pursue opportunities in lodging, hospitality retail and gaming. The LLC Agreement,
as amended, required the dissolution of LVH if LVH was not successful in executing a ground lease for the project by December 31, 2023.
LVH was organized on May 24, 2021 pursuant to the Delaware Limited Liability Act (the "Delaware Act") with a sole member
of SLVH LLC, a Delaware limited liability company ("SLVH").

 The
managing member of SLVH (the "SLVH Member") holds a 20 % membership interest in SLVH and was a member of the Company's
Board of Directors (the "Board") as of the date of the LLC Agreement. Pursuant to the Company's Related Party Transactions
Policy, adopted as amended on March 25, 2021 by the Board of Directors of the Company, this SLVH Member was considered a related party
with respect to this transaction and provided notice of his interest to the Board. The disinterested members of the Board unanimously
approved the transaction pursuant to such Related Party Transactions Policy and the Code of Business Conduct and Ethics and Whistleblower
Policy, also adopted by the Board on March 25, 2021. The SLVH Member resigned from the Company's Board effective December 31, 2023.

to the terms of the LLC Agreement, upon the execution of the LLC Agreement, GVI made an initial capital contribution to LVH, in cash,
in the amount of exactly $ 1 million and received 56.6 limited liability company interests (the "LVH Units") in LVH. On July
16, 2021, the Company made an additional capital contribution to LVH in the amount of $ 2.5 million and received an additional 141.4 LVH
Units, and on November 10, 2021, the Company made an additional capital contribution to LVH in the amount of $ 3.5 million and received
an additional 198 LVH Units. On June 7, 2022, the Company, through GVI, executed a Second Amendment to the Amended and Restated Limited
Liability Company Agreement of LVH to modify the rules for distributions to the members of LVH, and modify the number, amount and timing
of GVI's additional capital contributions to LVH. As of December 31, 2023 and 2022, the Company owned an aggregate of 396 LVH Units,
representing 11.9 % ownership of LVH.

 The
aggregate capital contribution of $ 7,000,000 as of December 31, 2021 was included within investment – related parties on the consolidated
balance sheet. As of December 31, 2022, LVH had not yet executed a lease for the Las Vegas project, and the Company determined that its
investment in LVH was likely not recoverable. Accordingly, the Company recorded impairment expense in the amount of $ 7,000,000, such
that the carrying amount of the Company's investment in LVH is $ 0 as of December 31, 2023 and 2022.

 F- 42

 NOTES

of Agreement with LVH

 On
September 27, 2023, the Company through its wholly owned subsidiary, GVI, executed a Letter Agreement between the Company and LVH to
(i) suspend the business operations of LVH; (ii) to waive the provision requiring the dissolution of LVH if no ground lease is
signed, (iii) release and terminate certain obligations of the members or their affiliates to contribute capital or perform services
to or for the benefit of LVH, and (iv) to return all available cash to GVI. GVI received cash in the amount of $ 137,222
representing the return of cash in excess of agreed upon reserves, which is included in other income on the accompanying
consolidated statement of operations.

Fee Income

the years ended December 31, 2023 and 2022, the Company recorded income of $ 225,000 and $ 300,000 respectively, representing management
fees received from LVH pursuant to a June 2021 agreement with LVH. As of December 31, 2023 and 2022, the Company has deferred revenue
in the amount of $ 0 and $ 150,000, respectively, related to prepaid management fees received from LVH.

 18.
 BENEFIT CONTRIBUTION PLAN

 The
Company sponsors a 401(k) profit-sharing plan ("401(k) Plan") that covers substantially all of its employees in the United
States. The 401(k) Plan provides for a discretionary annual contribution, which is allocated in proportion to compensation. In addition,
each participant may elect to contribute to the 401(k) Plan by way of a salary deduction.

 A
participant is always fully vested in their account, including the Company's contribution. For the years ended December 31, 2023
and 2022, the Company recorded a charge associated with its contribution of approximately $ 17,268 and $ 32,614, respectively. This charge
has been included as a component of general and administrative expenses in the accompanying 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. On January 23, 2023, the Company issued 2,416 shares valued at $ 13.50 per share in satisfaction of $ 32,617 of
401(k) contribution liabilities. On March 31, 2022, the Company issued 104 shares at $ 267.51 per share in satisfaction of $ 27,821 of
401(k) contribution liabilities.

 19.
 STOCKHOLDERS' EQUITY

 Authorized

Shares Authorized

 The
Company is authorized to issue up to 150,000,000 shares of common stock, $ 0.01 par value per share, pursuant to the Amended and Restated
Certificate of Incorporation filed with the Secretary of State of Delaware on September 22, 2023 (the "Amended and Restated Certificate
of Incorporation").

 On
November 4, 2022, the Company effected a reverse stock split in the ratio of 1 share of common stock for 12 previously issued shares
of common stock and filed an amended and restated certificate of incorporation (the "2022 Reverse Stock Split"). There were
738 fractional shares issued as a result of the 2022 Reverse Stock Split, which were rounded up to the nearest whole number.

 F- 43

 NOTES

 On
September 25, 2023, the Company effected a reverse stock split in the ratio of 1 share of common stock for 10 previously issued shares
of common stock, pursuant to the Amended and Restated Certificate of Incorporation.

 As
of December 31, 2023 and 2022, there were 4,807,938 and 365,340 shares of common stock issued, and 4,807,909 and 365,312 shares outstanding,
respectively.

 Preferred
Shares Authorized

September 16, 2022, the Company filed an amended and restated certificate of incorporation (the "2022 Amended and Restated Certificate
of Incorporation") with the Secretary of State of the State of Delaware to reflect the reduction in the number of authorized shares
of preferred stock from 11,000,000 shares to 902,670 shares as a result of the previous conversion of the Series A Convertible Preferred
into shares of common stock of the Company. There were no shares of preferred stock issued or outstanding at December 31, 2023 and 2022.

Incentive Plans

 On
July 27, 2018, the Board of Directors adopted the 2018 Equity Incentive Plan (the "2018 Plan"), which was approved by the
Company's shareholders on September 28, 2018. The 2018 Plan provides for grants for the purchase of up to an aggregate of 10,000
shares, including incentive and non-qualified stock options, restricted and unrestricted stock, loans and grants, and performance awards.
The number of shares available under the 2018 Plan will automatically increase on January 1 of each year by the amount equal to 2.5 %
of the total number of shares outstanding on such date, on a fully diluted basis. Further, any shares subject to an award issued under
the 2018 Plan, the 2016 Stock Option Plan or the 2008 Stock Option Plan that are canceled, forfeited or expired shall be added to the
total number of shares available under the 2018 Plan.

 On
August 30, 2022, the stockholders approved an increase of the number of shares authorized to be awarded under the 2018 Equity Incentive
Plan to 25 % of the Company's common stock outstanding on a fully diluted basis as of the date of stockholder approval. As a result
of the stockholder's approval, the number of shares authorized to be awarded was 84,803 shares.

 As
of December 31, 2023, there were 16,453 shares available for issuance under the 2018 Equity Incentive Plan. On January 1, 2024, the 2.5 %
automatic increase to available shares provided for an additional 234,193 shares.

 Under
the 2018 Plan, awards may be granted to employees, consultants, independent contractors, officers and directors or any affiliate of the
Company as determined by the Board of Directors. The maximum term of any award granted under the 2018 shall be ten years from the date
of grant, and the exercise price of any award shall not be less than the fair value of the Company's stock on the date of grant,
except that any incentive stock option granted under the 2018 Plan to a person owning more than 10 % of the total combined voting power
of the Company's common stock must be exercisable at a price of no less than 110 % of the fair market value per share on the date
of grant.

 On
October 5, 2018, GGH, as the sole stockholder of GGI, and the Board of Directors of GGI approved the Gaucho 2018 Equity Incentive Plan
(the "2018 Gaucho Plan"). The 2018 Gaucho Plan provides for grants for the purchase of up to an aggregate of 8,000,000 shares
of GGI's common stock, including incentive and non-qualified stock options, restricted stock, performance awards and other stock-based
awards. On June 22, 2022, a total of 5,502,500 options for the purchase of GGI common stock were exchanged for 183,942 vested shares
of GGH common stock and 26,278 restricted stock units vesting through December 18, 2022.

 F- 44

 NOTES

 No
equity awards were granted pursuant to the 2018 Gaucho Plan during the years ended December 31, 2023 or 2022. As of December 31, 2023,
 no options remain outstanding under the 2018 Gaucho Plan. While the 2018 Gaucho Plan is still in effect, GGI plans to terminate the 2018
Gaucho Plan as a result of the acquisition by the Company of the remaining 21 % interest in GGI in March 2022.

Stock

 On
February 3, 2022, the Company issued 125 shares of common stock and paid $ 34,999 cash as consideration for the purchase of the domain
name Gaucho.com. The seller is entitled to additional shares if the closing price per share is less than $ 316.80 on August 14, 2022,
such that the collective value of the total shares issued to the seller has a fair market value of $ 39,600. (See Note 7 - Intangible
Assets). On August 14, 2022, the closing price per share was $ 43.20. As a result, the Company issued 736 additional shares to the seller
of the domain name.

 On
February 3, 2022, the Company issued 10,695 shares of its common stock, valued at $ 2,194,653, to Hollywood Burger Holdings, Inc, a company
with whom GGH shares common management, in exchange for a 100 % ownership interest in Hollywood Burger Argentina S.R.L., now Gaucho Development
S.R.L. (see Note 3 - Acquisition of Hollywood Burger Argentina S.R.L.). The purpose of the acquisition was to acquire certain real property
held by Gaucho Development S.R.L.

 On
March 28, 2022, the Company issued 8,690 shares of its common stock, valued at $ 2,419,268, to the minority holders of GGI, in exchange
for the remaining 21 % non-controlling interest in GGI. The acquisition of the remaining shares of GGI resulted in a decrease of non-controlling
interest to zero, and an adjustment to additional paid-in capital to reflect the Company's increased ownership in GGI.

 On
June 7, 2022, the Company issued an aggregate of 5,421 immediately-vested shares of its common stock, with a grant date value of $ 525,000,
as compensation to the non-executive members of its board of directors.

 On
June 22, 2022, the Company issued (i) 18,394 vested shares of its common stock valued at $ 1,379,568 and (ii) 2,628 restricted stock units
valued at $ 197,081 (see Restricted Stock Units, below), in exchange for, and upon the cancellation of, options for the purchase of 5,502,500
shares of GGI common stock (the "GGI Stock Options"). As of the date of this exchange, the value of the cancelled GGI options
approximated the value of the common stock and restricted stock units issued to the GGI Option holders.

 On
February 2, 2023, the Company issued 5,131 shares of common stock upon the cashless exercise of 13,473 warrants at exercise prices ranging
from $ 24.00 to $ 38.20.

 On
July 17, 2023, the Company issued an aggregate of 27,027 shares immediately-vested shares of its common stock, with a grant date value
of $ 150,000, as compensation to the non-executive members of its board of directors.

the year ended December 31, 2023, the Company sold 149,100 shares of common stock and warrants to purchase 32,775 shares at an exercise
price of $ 4.50 for aggregate proceeds of $ 996,000. The warrants are immediately exercisable and expire two years from the date of issuance.

 On
November 27, 2023, the Company commenced a private placement of shares of common stock for gross proceeds of up to $ 4,000,000 at a price
per share not lower than $ 0.60 per share (the "Private Placement"). During the period from November 30, 2023 through December
31, 2023, the Company sold 1,686,690 shares of common stock for aggregate proceeds of $ 1,017,066 in connection with the Private Placement
(see Note 22 – Subsequent Events).

 See
Note 14 – Convertible Debt Obligations for additional details regarding common shares issued during the year ended December 31,
2023.

 F- 45

 NOTES

Stock Purchase Agreement and Registration Rights Agreement

 On
May 6, 2021, the Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a Registration Rights
Agreement (the "Registration Rights Agreement") with an underwriter (the "Underwriter") Pursuant to the Purchase
Agreement, the Company has the right to sell to the Underwriter up to $ 50,000,000 (the "Total Commitment") in shares of the
Company's common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The Company has the
right, but not the obligation, from time to time at the Company's sole discretion over a 36-month period from and after the commencement
(the "Commencement Date"), to direct the Underwriter to purchase up to a fixed maximum amount of shares of Common Stock as
set forth in the Purchase Agreement (each, a "Fixed Purchase"), on any trading day, in addition to other requirements set
forth in the Purchase Agreement. In consideration for entering into the Purchase Agreement, the Company issued 1,003 shares of common
stock (the "Commitment Shares") to the Underwriter with an issuance date fair value of $ 500,000, which was recognized as
a debit to additional paid-in capital.

 The
Purchase Agreement limits the sale of shares of the Company's common stock to the Underwriter, such that no shares can be sold
to the Underwriter under the Purchase Agreement if it would result in the Underwriter beneficially owning more than 4.99% of the then
then total outstanding shares of the Company's common stock.

 The
purchase price of the shares of common stock that the Company elects to sell to the Underwriter pursuant to a Fixed Purchase under the
Purchase Agreement will be determined by reference to the market prices of the common stock during the applicable Fixed Purchase Valuation
Period for such Fixed Purchase as set forth in the Purchase Agreement, less a fixed 7 % discount. The purchase price of the shares of
common stock that the Company elects to sell to the Underwriter pursuant to a VWAP Purchase under the Purchase Agreement will be determined
by reference to the lowest daily volume weighted average price of the common stock during the three consecutive trading day-period immediately
following the date on which the Company timely delivers the applicable VWAP Purchase notice for such VWAP Purchase to the Underwriter
(the "VWAP Purchase Valuation Period") as set forth in the Purchase Agreement, less a fixed 5 % discount.

 The
Company engaged a placement agent to help identify and engage the Underwwriter. The Company has agreed to pay its placement agent a fee
of 8 % of the amount of the funds raised pursuant to the Purchase Agreement. During the year ended December 31, 2022, the Company sold
an aggregate of 5,005 shares of the Company's common stock to the Underwriter for gross proceeds of $ 555,811, less the 8 % placement
agent fee of $ 44,465.

 On
November 8, 2022, the parties terminated the Common Stock Purchase Agreement and Registration Rights Agreement by and between the Company
and the Underwriter, dated May 6, 2021. On the same date, the parties entered into a new Common Stock Purchase Agreement and Registration
Rights Agreement (the "New ELOC") with the Underwriter. Under the New ELOC, the Company has the right to sell to the Underwriter
up to the lesser of (i) $ 4,430,897 of newly issued shares of the Company's common stock and (ii) the Exchange Cap, as defined,
from time to time at a price equal to 95% of the lowest daily VWAP during the three consecutive trading days immediately following the
date that the Company provides notice to the Underwriter, directing the Underwriter to purchase shares. The New ELOC expires on November
8, 2025. The Company's registration statement required under the New ELOC was declared effective on December 27, 2022.

 F- 46

 NOTES

 The
Company has agreed to reimburse the Underwriter for reasonable out-of-pocket expenses (including legal fees and expenses), up to a maximum
of $ 35,000. The Company has agreed to pay the placement agent a fee of 8 % of the amount of the funds raised pursuant to the Purchase
Agreement.

 On
December 31, 2022, the Company sold 1,000 shares of the Company's common stock to the Underwriter for net proceeds of $ 10,086,
pursuant to the New ELOC.

the year ended December 31, 2023, the Company issued an aggregate of 150,684 shares of the Company's common stock for gross proceeds
of $ 927,060, less placement agent fees of $ 74,972, pursuant to the New ELOC. See Note 22 - Subsequent Events, regarding the termination
of the New ELOC.

Other Comprehensive Loss

 For
the years ended December 31, 2023 and 2022, the Company recorded a (loss) gain of $ ( 262,137) and $ 764,877, respectively, related to foreign
currency translation adjustments as accumulated other comprehensive income, primarily related to fluctuations in the Argentine peso to
United States dollar exchange rates (see Note 2 – Summary of Significant Accounting Policies, Highly Inflationary Status in Argentina).

 A
summary of warrant activity during the year ended December 31, 2023 is presented below:

 SUMMARY
OF WARRANTS ACTIVITY

 of Warrants

 Average Exercise Price

 Average Remaining Life in Years

 Intrinsic
 Value

 Outstanding, January 1, 2023

 129,913

 $
 57.70

 Issued

 385,485

 12.72

 Exercised

 ( 13,473
)

 33.58

 Expired

 ( 105,681
)

 50.62

 Cancelled

 -

 -

 Repriced 1

 ( 348,341
)

 17.51

 Repriced

 348,341

 4.67

 Outstanding, December 31, 2023

 $
 5.35

 2.0

 $
 -

 Exercisable, December 31, 2023

 $
 5.35

 2.0

 $
 -

 On
 February 21, 2023 in connection with the SPA, the exercise price of certain warrants for the purchase of 6,250 common shares exercisable
 at $ 210.00 per share and warrants for the purchase of 4,381 shares exercisable at $ 60.00 per share was reduced to $ 10.00 per share.
 On August 11, 2023, the Company adjusted the exercise price of the 2023 Note Warrant exercisable for the purchase of 337,710 common
 shares, from $ 13.40 to $ 4.50 per share. See Note 14, Convertible Debt Obligations.

 See
Common Stock, above, and Note 14 – Convertible Debt Obligations for additional details regarding warrants issued during the year
ended December 31, 2023.

 F- 47

 NOTES

 A
summary of outstanding and exercisable warrants as of December 31, 2023 is presented below:

 SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE

 Exercise
 Price

 Into

 Number of Warrants

 Average Remaining Life in Years

 Number of Warrants

 $
 4.50

 Stock

 355,710

 2.1

 355,710

 $
 10.00

 Stock

 40,406

 1.1

 40,406

 $
 900.00

 Stock

 2.1

 Total

 2.0

 Restricted
Stock Units

 A
summary of RSU activity during the year ended December 31, 2023 is presented below:

 SCHEDULE OF RESTRICTED STOCK UNITS AND WEIGHTED AVERAGE GRANT DATE FAIR VALUES

 Weighted Average

 Number of

 Grant Date
 Value

 RSUs

 Per
 Share

 RSUs non-vested January 1, 2023

 51,150

 $
 11.60

 Granted

 51,002

 $
 0.26

 Vested

 ( 25,892
)

 $
 11.62

 Forfeited

 ( 133
)

 $
 11.60

 RSUs non-vested December 31, 2023

 76,127

 $
 3.99

 On
January 23, 2023, the Company granted 1,002 restricted stock units ("RSUs") to certain employees and advisors for their service,
of which 389 RSUs vested on the grant date and 306 RSUs will vest on each of the next two anniversaries of the date of the grant.

 On
October 23, 2023, the Company granted 50,000 RSUs upon the appointment of an advisor to the Company's advisory board, of which
 12,500 RSUs vest on each of the next four anniversaries of the date of grant. The RSUs were issued as a non-plan equity award approved
by the Board of Directors on October 23, 2023 and were not granted pursuant to the 2018 Equity Incentive Plan.

the years ended December 31, 2023, the Company recorded stock-based compensation expense of $ 307,148 and $ 579,630 respectively, related
to the amortization of RSUs.

 F- 48

 NOTES

 Stock

 A
summary of stock option activity during the year ended December 31, 2023 is presented below:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Number of

 Exercise

 Remaining

 Intrinsic

 Price

 Term
 (Yrs)

 Value

 Outstanding, January 1, 2023

 4,084

 853.35

 Granted

 -

 -

 Exercised

 -

 -

 Expired

 ( 1,271
)

 1,098.90

 Forfeited

 ( 9
)

 970.80

 Outstanding, December 31, 2023

 2,804

 741.67

 0.8

 $
 -

 Exercisable, December 31, 2023

 2,636

 $
 733.78

 0.8

 $
 -

the years ended December 31, 2023 and 2022, the Company recorded total stock-based compensation expense of $ 113,487 and $ 269,965, respectively,
related to stock option grants, which is reflected as general and administrative expenses in the consolidated statements of operations.
As of December 31, 2023 and 2022, there was $ 56,108 and $ 169,595, respectively, of unrecognized stock-based compensation expense, all
of which is related to GGH stock option grants that will be amortized over a weighted average period of 0.8 years. No stock options were
granted during the years ended December 31, 2023 or 2022. The following table presents information related to GGH stock options outstanding
as of December 31, 2023:

OF STOCK OPTION OUTSTANDING AND EXERCISABLE

 Exercise

 Number of

 Remaining
 Life

 Number of

 Price

 In
 Years

 $
 46.20

 0.1

 $
 70.80

 2.0

 $
 72.00

 1.8

 $
 72.60

 1.7

 $

 1,887

 0.1

 1,887

 $
 1,089.60

 1.7

 2,804

 0.8

 2,636

 F- 49

 NOTES

Group, Inc. Stock Options

 As
the result of the Company's issuance of common stock and RSUs upon the exchange of GGI Stock Options on June 22, 2022 (see Common
Stock, above), no options to purchase shares of GGI common stock under the 2018 Gaucho Plan (the "GGI Stock Options") remain
outstanding as of December 31, 2023 and 2022.

the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 0 and $ 10,354, respectively, related
to GGI stock option grants.

 20.
 COMMITMENTS AND CONTINGENCIES

 Legal
Matters

 The
Company may be involved in litigation and arbitrations from time to time in the ordinary course of business. As of December 31, 2023,
the Company was not involved in any ongoing litigation (see Note 22 - Subsequent Events). The Company records legal costs associated
with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable.

 Employment
Agreement

 On
December 14, 2022, the Company and Maria Echevarria, its Chief Financial Officer, entered into an employment agreement to continue to
serve as the Company's Chief Financial Officer, effective January 1, 2022 for a three-year term, subject to automatic renewal of
successive one-year periods. Pursuant to the employment agreement, Ms. Echevarria will receive a base salary of $ 230,000 for 2022; $ 250,000
for the second year; and $ 275,000 for the third year, which may be increased or decreased from time to time with the approval of the
board of directors. In addition, Ms. Echevarria is eligible for an annual cash and equity bonus based on certain key performance indicators,
as approved by the board of directors, and she is entitled to participate in the Company's 2018 Equity Incentive Plan, insurance,
health, retirement, and other benefit plans.

 21.
 LEASES

 On
April 8, 2021, GGI entered into a lease agreement to lease a retail space in Miami, Florida for 7 years, which expires May 1, 2028. As
of December 31, 2023, the lease had a remaining term of approximately 4.3 years. Lease payments begin at $26,758 per month and escalate
3% every year over the duration of the lease. The Company was granted rent abatements of 15% for the first year of the lease term, and
10% for the second and third year of the lease term. The Company was required to pay a $ 56,130 security deposit.

 As
of December 31, 2023, the Company had no leases that were classified as a financing lease.

 Total
operating lease expense was $ 331,862 during each of the years ended December 31, 2023 and
2022. Lease expenses are recorded in general and administrative expenses on the accompanying consolidated statements of
operations.

 F- 50

 NOTES

 Supplemental
cash flow information related to the lease is as follows:

 SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

 For
 the Year Ended December 31,

 2023

 2022

 Cash paid for amounts included in the measurement
 of lease liabilities:

 Operating cash
 flows from operating leases

 $
 202,775

 $
 175,316

 Right-of-use assets obtained in exchange for
 lease obligations:

 Operating leases

 $
 -

 $
 -

 Weighted Average Remaining Lease Term:

 Operating leases

 4.3

 5.3

 Weighted Average Discount Rate:

 Operating leases

 N/A

 N/A

 Future
minimum lease commitments are as follows:

 SCHEDULE OF FUTURE MINIMUM LEASE COMMITMENT

 For
 the Years Ending December 31,

 2024

 336,102

 2025

 357,881

 2026

 368,617

 2027

 365,004

 2028

 120,464

 Total future minimum lease payments

 1,548,068

 Less:
 imputed interest

 ( 219,660
)

 Net future minimum lease payments

 1,328,408

 Less:
 operating lease liabilities, current portion

 250,711

 Operating lease liabilities,
 non-current portion

 $
 1,077,697

 The
Company is the lessor of a building and land that it purchased in connection with acquisition of GDS, pursuant to an operating lease
which expires on August 31, 2031. At the end of the lease, the lessee may enter into a new lease or return the asset, which would be
available to the Company for re-leasing. The Company recorded lease revenue of $ 40,324 and $ 36,005 during the years ended December 31,
2023 and 2022, respectively, related to this lease agreement.

 F- 51

 NOTES

 22.
 SUBSEQUENT EVENTS

 There
have been no subsequent events that occurred during the period subsequent to the date of these consolidated financial statements that
would require adjustment to our disclosure in the consolidated financial statements as presented, except as described below:

 Issuances
of Common Stock

the period from January 1, 2024 through April 11, 2024 the Company sold 3,054,891
shares of common stock at $ 0.60
per share pursuant to a private placement, for aggregate gross proceeds of $ 1,832,934
in connection with the Private Placement.

 On
February 7, 2024, the Company issued 18,410 shares of common stock to certain of the Company's employees, consultants and advisors
in connection with the December 31, 2023 vesting of RSUS.

 On
April 11, 2023, the Company issued a total of 47,637
 shares of common stock at a price per share of $ 0.60
 in connection with the anti-dilution provisions of the Private Placement as approved by the Company's stockholders on February
29, 2024.

Debt

February 5, 2024, the Investor in the 2023 Note elected to increase the cap on its beneficial ownership of the Company from 4.99% to
9.99% effective on the sixty-first day after such notice was delivered to the Company, pursuant to the terms of the 2023 Note.

 On
February 21, 2024, the Company received an Event of Default Redemption Notice from the Investor, demanding immediate payment of
principal, interest and redemptions premiums owed under the 2023 Note equal to a minimum of $ 3,437,646.
On February 28, 2024, the Company received a second Event of Default Redemption Notice from the Investor providing notice of an
additional Event of Default in connection with the 2023 Note demanding immediate payment of principal interest and redemption
premiums equal to a minimum of $ 3,450,711. On March 6, 2024, the Company received an Event of Default notice from
the Investor demanding immediate payment principal, interest and redemptions premiums owed under the 2023 Note equal to a minimum of $ 3,460,510.

 New
ELOC

 On
February 22, 2024, the Company received notice from the Underwriter of its election to terminate the ELOC. While the notice to terminate
stated that it was effective immediately, the terms of the New ELOC require at least 10 Trading Days prior written notice.

 Litigation

 On
February 16, 2024, the Company filed a complaint in the United States District Court for the District of Delaware alleging that the Investor
engaged in an unlawful securities transaction with the Company as an unregistered dealer under U.S. securities laws.

 Benefit
Contribution Plan

 On
January 22, 2024, the Company issued a total of 34,963 shares of common stock at $ 0.4224
per share in settlement of its matching obligations for the year ended December 31, 2023 under the Company's 401(k) profit sharing
plan for the benefit of the Company's Chief Executive Officer and Chief Financial Officer.

 Reverse Stock Split

 On April 19, 2024, the Board of
Directors of the Company, as authorized by the stockholders of the Company, approved a reverse stock split of the Company's issued
and outstanding shares of common stock, par value $ 0.01 per share, at a ratio of 1-for-10 (the "Reverse Stock Split"). The
Board of Directors of the Company also approved an amended and restated Certificate of Incorporation (the "Certificate") to
effect the Reverse Stock Split. On April 24, 2024, the Company filed the Certificate with the Delaware Secretary of State with an effective
date of 12:01 a.m., Eastern Time, on May 1, 2024.

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