Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Gaucho Group Holdings, Inc. |
Entity Central Index Key | 0001559998 |
Document Type | S-1 |
Document Period End Date | Jun. 30, 2019 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | |||
Cash | $ 368,164 | $ 58,488 | $ 358,303 |
Accounts receivable, net | 542,623 | 457,745 | 188,067 |
Accounts receivable - related parties, net of allowance of $514,087 at each of June 30, 2019, December 31, 2018 and December 2017 | 301,711 | 71,650 | 851,016 |
Advances to employees | 281,783 | 281,783 | 284,496 |
Inventory | 1,230,011 | 1,033,895 | 1,388,666 |
Real estate lots held for sale | 123,265 | 139,492 | 151,906 |
Operating lease right-of-use asset, current portion | 216,466 | ||
Prepaid expenses and other current assets | 148,914 | 193,360 | 159,465 |
Total Current Assets | 3,212,937 | 2,236,413 | 3,381,919 |
Long Term Assets | |||
Property and equipment, net | 2,981,312 | 2,972,364 | 4,532,890 |
Operating lease right-of-use asset, non-current portion | 37,145 | ||
Prepaid foreign taxes, net | 415,483 | 369,590 | 342,312 |
Investment - related parties | 6,067 | 7,840 | 26,401 |
Deposits | 61,284 | 61,284 | 61,284 |
Total Assets | 6,714,228 | 5,647,491 | 8,344,806 |
Current Liabilities | |||
Accounts payable | 464,235 | 497,817 | 415,318 |
Accrued expenses, current portion | 1,187,114 | 1,185,367 | 1,000,521 |
Deferred revenue | 903,761 | 1,038,492 | 1,732,664 |
Operating lease liabilities, current portion | 229,145 | ||
Loans payable, current portion, net of debt discount | 824,541 | 871,106 | 256,724 |
Convertible debt obligations, net of debt discount | 1,320,354 | 2,732,654 | 20,000 |
Current portion of other liabilities | 85,223 | 99,901 | 19,156 |
Total Current Liabilities | 5,014,373 | 6,425,337 | 3,444,383 |
Long Term Liabilities | |||
Accrued expenses, non-current portion | 104,121 | 57,786 | 247,515 |
Operating lease liabilities, non-current portion | 39,457 | ||
Other liabilities, non-current portion | 11,474 | ||
Loans payable, non-current portion, net of debt discount | 196,323 | 234,791 | 634,930 |
Total Liabilities | 5,354,274 | 6,717,914 | 4,338,302 |
Commitments and Contingencies | |||
Series B convertible redeemable preferred stock, par value $0.01 per share, 902,670 shares authorized, issued and outstanding at June 30, 2019, December 31, 2018 and December 31, 2017, respectively. Liquidation preference of $10,012,792 at June 30, 2019 and $9,658,278 at December 31, 2018. | 9,026,824 | 9,026,824 | 9,026,824 |
Stockholders' Deficiency | |||
Preferred stock, 11,000,000 shares authorized: Series A convertible preferred stock, par value $0.01 per share; 10,097,330 shares authorized; no shares are available for issuance. | |||
Common stock, value | 556,025 | 467,384 | 430,674 |
Additional paid-in capital | 87,078,128 | 83,814,442 | 80,902,967 |
Accumulated other comprehensive loss | (12,744,802) | (13,110,219) | (10,795,810) |
Accumulated deficit | (84,570,065) | (81,222,499) | (75,544,081) |
Treasury stock, at cost, 50,533 shares at June 30, 2019 and December 31, 2018 and 4,411 shares at December 31, 2018. | (46,355) | (46,355) | (14,070) |
Total Gaucho Group Holdings, Inc Stockholders' Deficiency | (9,727,069) | (10,097,247) | (5,020,320) |
Non-controlling interest | 2,060,199 | ||
Total Stockholders' Deficiency | (7,666,870) | (10,097,247) | (5,020,320) |
Total Liabilities, Temporary Equity and Stockholders' Deficiency | 6,714,228 | 5,647,491 | 8,344,806 |
Series A Convertible Preferred Stock [Member] | |||
Stockholders' Deficiency | |||
Preferred stock, 11,000,000 shares authorized: Series A convertible preferred stock, par value $0.01 per share; 10,097,330 shares authorized; no shares are available for issuance. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 1,681 | $ 3,421 | |
Series B convertible redeemable preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Series B convertible redeemable preferred stock, shares authorized | 902,670 | 902,670 | 902,670 |
Series B convertible redeemable preferred stock, shares issued | 902,670 | 902,670 | 902,670 |
Series B convertible redeemable preferred stock, shares outstanding | 902,670 | 902,670 | 902,670 |
Liquidation preference | $ 10,012,792 | $ 9,658,278 | |
Preferred stock, shares authorized | 11,000,000 | 11,000,000 | 11,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 |
Common stock, shares issued | 55,602,590 | 46,738,533 | 43,067,546 |
Common stock, shares outstanding | 55,552,057 | 46,688,000 | 43,063,135 |
Treasury stock, shares | 50,533 | 50,533 | 4,411 |
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,097,330 | 10,097,330 | 10,097,330 |
Preferred stock, shares issued | |||
Related Party [Member] | |||
Allowance for doubtful accounts | $ 514,087 | $ 514,087 | $ 514,087 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||||
Sales | $ 268,733 | $ 396,392 | $ 709,228 | $ 1,674,315 | $ 3,099,608 | $ 1,817,302 |
Cost of sales | (401,498) | (385,883) | (630,108) | (961,845) | (1,441,696) | (1,946,900) |
Gross profit | (132,765) | 10,509 | 79,120 | 712,470 | 1,657,912 | (129,598) |
Operating Expenses | ||||||
Selling and marketing | 125,369 | 59,901 | 236,807 | 157,803 | 317,404 | 347,808 |
General and administrative | 1,551,710 | 2,038,116 | 2,929,434 | 3,990,391 | 6,423,540 | 7,014,919 |
Depreciation and amortization | 62,579 | 82,679 | 112,159 | 89,418 | 171,749 | 193,065 |
Total operating expenses | 1,739,658 | 2,180,696 | 3,278,400 | 4,237,612 | 6,912,693 | 7,555,792 |
Loss from Operations | (1,872,423) | (2,170,187) | (3,199,280) | (3,525,142) | (5,254,781) | (7,685,390) |
Other Expense | ||||||
Interest expense, net | 105,406 | 336,588 | 227,029 | 406,747 | 611,297 | 320,571 |
Gain on sale of investment in subsidiary | (199,200) | |||||
Loss (gain) on foreign currency translation | 15,189 | (32,334) | (187,660) | |||
Total other expense | 120,595 | 336,588 | 194,695 | 406,747 | 423,637 | 121,371 |
Loss from Continuing Operations | (5,678,418) | (7,806,761) | ||||
Loss from Discontinued Operations | (105,751) | |||||
Net Loss | (1,993,018) | (2,506,775) | (3,393,975) | (3,931,889) | (5,678,418) | (7,912,512) |
Net loss attributable to non-controlling interest | 46,409 | 46,409 | ||||
Series B preferred stock dividends | (179,770) | (157,522) | (357,565) | (313,313) | (724,108) | (345,079) |
Net Loss Attributable to Common Stockholders | $ (2,126,379) | $ (2,664,297) | $ (3,705,131) | $ (4,245,202) | $ (6,402,526) | $ (8,257,591) |
Net Loss per Basic and Diluted Common Share: | ||||||
Loss from continuing operations | $ (0.14) | $ (0.19) | ||||
Loss from discontinued operations | ||||||
Net Loss per Common Share | $ (0.04) | $ (0.06) | $ (0.07) | $ (0.10) | $ (0.14) | $ (0.19) |
Weighted Average Number of Common Shares Outstanding: | ||||||
Basic and Diluted | 52,276,732 | 43,601,253 | 50,123,454 | 43,345,510 | 44,889,732 | 42,996,124 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (1,993,018) | $ (2,506,775) | $ (3,393,975) | $ (3,931,889) | $ (5,678,418) | $ (7,912,512) |
Other comprehensive loss (gain): | ||||||
Foreign currency translation adjustments | 357,078 | (909,557) | 365,417 | (1,195,166) | (2,314,409) | (336,568) |
Comprehensive loss | (1,635,940) | (3,416,332) | (3,028,558) | (5,127,055) | $ (7,992,827) | $ (8,249,080) |
Comprehensive loss attributable to non-controlling interests | 46,409 | 46,409 | ||||
Comprehensive loss attributable to controlling interests | $ (1,589,531) | $ (3,416,332) | $ (2,982,149) | $ (5,127,055) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Temporary Equity and Stockholders' Deficiency (Unaudited) - USD ($) | Series B Convertible Redeemable Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Gaucho Group Holdings Stockholder's Deficiency [Member] | Noncontrolling Interest [Member] | Total |
Balance beginning, shares at Dec. 31, 2016 | 42,915,379 | 4,411 | |||||||
Common stock issued in satisfaction of 401(k) profit sharing liability | $ 678 | $ 73,190 | $ 73,868 | ||||||
Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 67,770 | ||||||||
Options and warrants | 623,907 | 623,907 | |||||||
Common stock issued for cash | $ 225 | 40,275 | 40,500 | ||||||
Common stock issued for cash, shares | 22,500 | ||||||||
Common stock issued upon conversion of convertible debt and interest | $ 1,267,324 | ||||||||
Common stock issued upon conversion of convertible debt and interest, shares | 126,739 | ||||||||
Dividends declared on Series B Convertible Redeemable Preferred Stock | (60,515) | (60,515) | |||||||
Common stock returned to the company to satisfy receivable | |||||||||
Net loss | (7,912,512) | (7,912,512) | |||||||
Other comprehensive loss | (336,568) | (336,568) | |||||||
Balance ending at Dec. 31, 2017 | $ 9,026,824 | $ 430,674 | $ (14,070) | 80,902,967 | (10,795,810) | (75,544,081) | (5,020,320) | ||
Balance ending, shares at Dec. 31, 2017 | 902,670 | 43,067,546 | 4,411 | ||||||
Common stock issued in satisfaction of 401(k) profit sharing liability | $ 1,163 | 80,236 | 81,399 | ||||||
Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 116,284 | ||||||||
Options and warrants | 183,220 | 183,220 | |||||||
Net loss | (1,425,114) | (1,425,114) | |||||||
Other comprehensive loss | (285,609) | (285,609) | |||||||
Balance ending at Mar. 31, 2018 | $ 9,026,824 | $ 431,837 | $ (14,070) | 81,166,423 | (11,081,419) | (76,969,195) | (6,466,424) | ||
Balance ending, shares at Mar. 31, 2018 | 902,670 | 43,183,830 | 4,411 | ||||||
Balance beginning at Dec. 31, 2017 | $ 9,026,824 | $ 430,674 | $ (14,070) | 80,902,967 | (10,795,810) | (75,544,081) | $ (5,020,320) | ||
Balance beginning, shares at Dec. 31, 2017 | 902,670 | 43,067,546 | 4,411 | ||||||
Common stock issued in satisifaction of dividends payable, shares | 378,193 | ||||||||
Common stock returned to the company to satisfy receivable | $ (32,285) | ||||||||
Net loss | (3,931,889) | ||||||||
Balance ending at Jun. 30, 2018 | $ 9,026,824 | $ 456,693 | $ (46,355) | 82,748,920 | (11,990,976) | (79,475,970) | (8,307,688) | ||
Balance ending, shares at Jun. 30, 2018 | 902,670 | 45,669,539 | 50,533 | ||||||
Balance beginning at Dec. 31, 2017 | $ 9,026,824 | $ 430,674 | $ (14,070) | 80,902,967 | (10,795,810) | (75,544,081) | (5,020,320) | ||
Balance beginning, shares at Dec. 31, 2017 | 902,670 | 43,067,546 | 4,411 | ||||||
Common stock issued in satisfaction of 401(k) profit sharing liability | $ 1,163 | 80,236 | 81,399 | ||||||
Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 116,284 | ||||||||
Options and warrants | 716,249 | 716,249 | |||||||
Beneficial conversion feature on convertible debt issued | 227,414 | 227,414 | |||||||
Common stock issued in satisifaction of dividends payable | 3,781 | 260,491 | 264,272 | ||||||
Common stock returned to the company to satisfy receivable | $ (32,285) | (32,285) | |||||||
Common stock returned to the company to satisfy receivable, shares | 46,122 | ||||||||
Net loss | (5,678,418) | (5,678,418) | |||||||
Other comprehensive loss | (2,314,409) | (2,314,409) | |||||||
Balance ending at Dec. 31, 2018 | $ 9,026,824 | $ 467,384 | $ (46,355) | 83,814,442 | (13,110,219) | (81,222,499) | $ (10,097,247) | (10,097,247) | |
Balance ending, shares at Dec. 31, 2018 | 902,670 | 46,738,533 | 50,533 | ||||||
Balance beginning at Mar. 31, 2018 | $ 9,026,824 | $ 431,837 | $ (14,070) | 81,166,423 | (11,081,419) | (76,969,195) | (6,466,424) | ||
Balance beginning, shares at Mar. 31, 2018 | 902,670 | 43,183,830 | 4,411 | ||||||
Options and warrants | 205,111 | 205,111 | |||||||
Common stock issued for cash | $ 8,220 | 567,180 | 575,400 | ||||||
Common stock issued for cash, shares | 822,000 | ||||||||
Beneficial conversion feature on convertible debt issued | 227,414 | 227,414 | |||||||
Common stock issued upon conversion of convertible debt and interest | $ 12,855 | 797,020 | 809,875 | ||||||
Common stock issued upon conversion of convertible debt and interest, shares | 1,285,516 | ||||||||
Dividends declared on Series B Convertible Redeemable Preferred Stock | (474,719) | (474,719) | |||||||
Common stock issued in satisifaction of dividends payable | $ 3,781 | 260,491 | 264,272 | ||||||
Common stock issued in satisifaction of dividends payable, shares | 378,193 | ||||||||
Common stock returned to the company to satisfy receivable | $ (32,285) | (32,285) | |||||||
Common stock returned to the company to satisfy receivable, shares | 46,122 | ||||||||
Net loss | (2,506,775) | (2,506,775) | |||||||
Other comprehensive loss | (909,557) | (909,557) | |||||||
Balance ending at Jun. 30, 2018 | $ 9,026,824 | $ 456,693 | $ (46,355) | 82,748,920 | (11,990,976) | (79,475,970) | (8,307,688) | ||
Balance ending, shares at Jun. 30, 2018 | 902,670 | 45,669,539 | 50,533 | ||||||
Balance beginning at Dec. 31, 2018 | $ 9,026,824 | $ 467,384 | $ (46,355) | 83,814,442 | (13,110,219) | (81,222,499) | (10,097,247) | (10,097,247) | |
Balance beginning, shares at Dec. 31, 2018 | 902,670 | 46,738,533 | 50,533 | ||||||
Common stock issued in satisfaction of 401(k) profit sharing liability | $ 1,812 | 61,603 | 63,415 | 63,415 | |||||
Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 181,185 | ||||||||
Options and warrants | 157,994 | 157,994 | 157,994 | ||||||
Common stock issued for cash | $ 25,279 | 859,471 | 884,750 | 884,750 | |||||
Common stock issued for cash, shares | 2,527,857 | ||||||||
Net loss | (1,400,957) | (1,400,957) | (1,400,957) | ||||||
Other comprehensive loss | 8,339 | 8,339 | 8,339 | ||||||
Balance ending at Mar. 31, 2019 | $ 9,026,824 | $ 494,475 | $ (46,355) | 84,893,510 | (13,101,880) | (82,623,456) | (10,383,706) | (10,383,706) | |
Balance ending, shares at Mar. 31, 2019 | 902,670 | 49,447,575 | 50,533 | ||||||
Balance beginning at Dec. 31, 2018 | $ 9,026,824 | $ 467,384 | $ (46,355) | 83,814,442 | (13,110,219) | (81,222,499) | (10,097,247) | (10,097,247) | |
Balance beginning, shares at Dec. 31, 2018 | 902,670 | 46,738,533 | 50,533 | ||||||
Common stock returned to the company to satisfy receivable | |||||||||
Net loss | (3,393,975) | ||||||||
Balance ending at Jun. 30, 2019 | $ 9,026,824 | $ 556,025 | $ (46,355) | 87,078,128 | (12,744,802) | (84,570,065) | (9,727,069) | 2,060,199 | (7,666,870) |
Balance ending, shares at Jun. 30, 2019 | 902,670 | 55,602,590 | 50,533 | ||||||
Balance beginning at Mar. 31, 2019 | $ 9,026,824 | $ 494,475 | $ (46,355) | 84,893,510 | (13,101,880) | (82,623,456) | (10,383,706) | (10,383,706) | |
Balance beginning, shares at Mar. 31, 2019 | 902,670 | 49,447,575 | 50,533 | ||||||
Options and warrants | 68,508 | 68,508 | 68,508 | ||||||
Common stock issued for cash | $ 60,714 | 2,064,286 | 2,125,000 | 2,125,000 | |||||
Common stock issued for cash, shares | 6,071,428 | ||||||||
Common stock issued upon conversion of convertible debt and interest | $ 836 | 51,824 | 52,660 | 52,660 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 83,587 | ||||||||
Debt converted to common stock of GGI | 2,106,608 | 2,106,608 | |||||||
Net loss | (1,946,609) | (1,946,609) | (46,409) | (1,993,018) | |||||
Other comprehensive loss | 357,078 | 357,078 | 357,078 | ||||||
Balance ending at Jun. 30, 2019 | $ 9,026,824 | $ 556,025 | $ (46,355) | $ 87,078,128 | $ (12,744,802) | $ (84,570,065) | $ (9,727,069) | $ 2,060,199 | $ (7,666,870) |
Balance ending, shares at Jun. 30, 2019 | 902,670 | 55,602,590 | 50,533 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Temporary Equity and Stockholders' (Deficiency) Equity (10-K) - USD ($) | Series B Convertible Redeemable Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Dec. 31, 2016 | $ 429,153 | $ (14,070) | $ 80,102,189 | $ (10,459,242) | $ (67,631,569) | $ 2,426,461 | |
Balance beginning, shares at Dec. 31, 2016 | 42,915,379 | 4,411 | |||||
Series B preferred stock issued for cash | $ 7,759,500 | ||||||
Series B preferred stock issued for cash, shares | 775,931 | ||||||
Common stock issued for cash, net of issuance costs of $4,500 | $ 225 | 40,275 | 40,500 | ||||
Common stock issued for cash, net of issuance costs of $4,500, shares | 22,500 | ||||||
Common stock issued in satisfaction of deferred revenue | $ 622 | 123,917 | 124,539 | ||||
Common stock issued in satisfaction of deferred revenue, shares | 62,270 | ||||||
Exchange of 8% notes for Series B preferred stock | $ 1,267,324 | ||||||
Exchange of 8% notes for Series B preferred stock, shares | 126,739 | ||||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan | $ 678 | 73,190 | 73,868 | ||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan, shares | 67,770 | ||||||
Stock-based compensation: Options and warrants | 623,907 | 623,907 | |||||
Dividends | (60,515) | (60,515) | |||||
True-up to transfer agent's records | $ (4) | 4 | |||||
True-up to transfer agent's records, shares | (373) | ||||||
Common stock returned to the Company to satisfy receivable | |||||||
Net loss | (7,912,512) | (7,912,512) | |||||
Other comprehensive loss | (336,568) | (336,568) | |||||
Balance ending at Dec. 31, 2017 | $ 9,026,824 | $ 430,674 | $ (14,070) | 80,902,967 | (10,795,810) | (75,544,081) | (5,020,320) |
Balance ending, shares at Dec. 31, 2017 | 902,670 | 43,067,546 | 4,411 | ||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan | $ 1,163 | 80,236 | 81,399 | ||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan, shares | 116,284 | ||||||
Stock-based compensation: Options and warrants | 183,220 | 183,220 | |||||
Net loss | (1,425,114) | (1,425,114) | |||||
Other comprehensive loss | (285,609) | (285,609) | |||||
Balance ending, shares at Mar. 31, 2018 | 902,670 | 43,183,830 | 4,411 | ||||
Balance beginning at Dec. 31, 2017 | $ 9,026,824 | $ 430,674 | $ (14,070) | 80,902,967 | (10,795,810) | (75,544,081) | (5,020,320) |
Balance beginning, shares at Dec. 31, 2017 | 902,670 | 43,067,546 | 4,411 | ||||
Common stock returned to the Company to satisfy receivable | (32,285) | ||||||
Net loss | (3,931,889) | ||||||
Balance ending, shares at Jun. 30, 2018 | 902,670 | 45,669,539 | 50,533 | ||||
Balance beginning at Dec. 31, 2017 | $ 9,026,824 | $ 430,674 | $ (14,070) | 80,902,967 | (10,795,810) | (75,544,081) | (5,020,320) |
Balance beginning, shares at Dec. 31, 2017 | 902,670 | 43,067,546 | 4,411 | ||||
Common stock issued in satisfaction of deferred revenue | |||||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan | $ 1,163 | 80,236 | 81,399 | ||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan, shares | 116,284 | ||||||
Stock-based compensation: Options and warrants | 716,249 | 716,249 | |||||
Common stock issued for cash | $ 18,911 | 1,304,784 | 1,323,695 | ||||
Common stock issued for cash, shares | 1,890,993 | ||||||
Beneficial conversion feature on convertible debt issued | 227,414 | 227,414 | |||||
Common stock issued upon conversion of convertible debt and interest | $ 12,855 | 797,020 | 809,875 | ||||
Common stock issued upon conversion of convertible debt and interest, shares | 1,285,517 | ||||||
Dividends declared on Series B Convertible Redeemable Preferred Stock | (474,719) | (474,719) | |||||
Common stock issued in satisfaction of dividends payable | $ 3,781 | 260,491 | 264,272 | ||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 | ||||||
Common stock returned to the Company to satisfy receivable | $ (32,285) | (32,285) | |||||
Common stock returned to the Company to satisfy receivable, shares | 46,122 | ||||||
Net loss | (5,678,418) | (5,678,418) | |||||
Other comprehensive loss | (2,314,409) | (2,314,409) | |||||
Balance ending at Dec. 31, 2018 | $ 9,026,824 | $ 467,384 | $ (46,355) | 83,814,442 | (13,110,219) | (81,222,499) | (10,097,247) |
Balance ending, shares at Dec. 31, 2018 | 902,670 | 46,738,533 | 50,533 | ||||
Balance beginning, shares at Mar. 31, 2018 | 902,670 | 43,183,830 | 4,411 | ||||
Common stock issued for cash, net of issuance costs of $4,500 | $ 8,220 | 567,180 | 575,400 | ||||
Common stock issued for cash, net of issuance costs of $4,500, shares | 822,000 | ||||||
Exchange of 8% notes for Series B preferred stock | $ 12,855 | 797,020 | 809,875 | ||||
Exchange of 8% notes for Series B preferred stock, shares | 1,285,516 | ||||||
Stock-based compensation: Options and warrants | 205,111 | 205,111 | |||||
Dividends | (474,719) | (474,719) | |||||
Beneficial conversion feature on convertible debt issued | 227,414 | 227,414 | |||||
Common stock issued in satisfaction of dividends payable | 3,781 | 260,491 | 264,272 | ||||
Common stock returned to the Company to satisfy receivable | $ (32,285) | (32,285) | |||||
Common stock returned to the Company to satisfy receivable, shares | 46,122 | ||||||
Net loss | (2,506,775) | (2,506,775) | |||||
Other comprehensive loss | (909,557) | (909,557) | |||||
Balance ending, shares at Jun. 30, 2018 | 902,670 | 45,669,539 | 50,533 | ||||
Balance beginning, shares at Dec. 31, 2018 | 902,670 | 46,738,533 | 50,533 | ||||
Common stock issued for cash, net of issuance costs of $4,500 | $ 25,279 | 859,471 | 884,750 | ||||
Common stock issued for cash, net of issuance costs of $4,500, shares | 2,527,857 | ||||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan | $ 1,812 | 61,603 | 63,415 | ||||
Stock-based compensation: Common stock issued under 401(k) profit sharing plan, shares | 181,185 | ||||||
Stock-based compensation: Options and warrants | 157,994 | 157,994 | |||||
Net loss | (1,400,957) | (1,400,957) | |||||
Other comprehensive loss | 8,339 | 8,339 | |||||
Balance ending, shares at Mar. 31, 2019 | 902,670 | 49,447,575 | 50,533 | ||||
Balance beginning at Dec. 31, 2018 | $ 9,026,824 | $ 467,384 | $ (46,355) | 83,814,442 | (13,110,219) | (81,222,499) | (10,097,247) |
Balance beginning, shares at Dec. 31, 2018 | 902,670 | 46,738,533 | 50,533 | ||||
Common stock returned to the Company to satisfy receivable | |||||||
Net loss | (3,393,975) | ||||||
Balance ending at Jun. 30, 2019 | (9,727,069) | ||||||
Balance ending, shares at Jun. 30, 2019 | 902,670 | 55,602,590 | 50,533 | ||||
Balance beginning, shares at Mar. 31, 2019 | 902,670 | 49,447,575 | 50,533 | ||||
Common stock issued for cash, net of issuance costs of $4,500 | $ 60,714 | 2,064,286 | 2,125,000 | ||||
Common stock issued for cash, net of issuance costs of $4,500, shares | 6,071,428 | ||||||
Exchange of 8% notes for Series B preferred stock | $ 836 | 51,824 | 52,660 | ||||
Exchange of 8% notes for Series B preferred stock, shares | 83,587 | ||||||
Stock-based compensation: Options and warrants | 68,508 | 68,508 | |||||
Net loss | (1,946,609) | (1,993,018) | |||||
Other comprehensive loss | $ 357,078 | 357,078 | |||||
Balance ending at Jun. 30, 2019 | $ (9,727,069) | ||||||
Balance ending, shares at Jun. 30, 2019 | 902,670 | 55,602,590 | 50,533 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Temporary Equity and Stockholders' (Deficiency) Equity (10-K) (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance cost | $ 4,500 |
Convertible notes, stated interest rate | 8.00% |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (3,393,975) | $ (3,931,889) | $ (5,678,418) | $ (7,912,512) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation: 401(k) stock | 28,844 | 34,571 | 63,414 | 81,399 |
Stock-based compensation: Options and warrants | 226,502 | 388,331 | 716,249 | 623,907 |
Gain on foreign currency translation | 32,334 | 187,660 | ||
Net realized and unrealized investment losses | 1,773 | 16,451 | 18,561 | 16,287 |
Depreciation and amortization | 112,159 | 89,418 | 171,749 | 193,065 |
Loss on disposal of asset | 410 | |||
ROU asset amortization | 107,411 | |||
Amortization of debt discount | 14,736 | 234,550 | 259,709 | 12,217 |
Provision for uncollectible assets | (27,874) | (163,613) | 76,215 | |
Write-down of inventory | 61,000 | |||
Gain on sale of investment in subsidiary | 199,200 | |||
Decrease (increase) in assets: | ||||
Accounts receivable | (378,729) | 525,421 | 281,677 | (246,917) |
Inventory | (179,889) | (145,837) | (191,973) | (394,728) |
Prepaid expenses and other current assets | (1,480) | (132,079) | (255,240) | (124,378) |
Increase (decrease) in liabilities: | ||||
Accounts payable and accrued expenses | 182,128 | 179,010 | 724,014 | (511,915) |
Changes in operating lease liabilities | (92,420) | |||
Deferred revenue | (572,023) | (185,147) | 246,881 | |
Other liabilities | (14,678) | 81,579 | 80,745 | 3,380 |
Total Adjustments | (25,567) | 671,518 | 1,332,485 | (162,787) |
Net Cash Used in Operating Activities | (3,419,542) | (3,260,371) | (4,345,933) | (8,075,299) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (121,519) | (326,799) | (292,213) | (930,368) |
Proceeds from sale of investment in subsidiary | 81,114 | |||
Net Cash Used in Investing Activities | (121,519) | (326,799) | (292,213) | (849,254) |
Cash Flows from Financing Activities | ||||
Proceeds from loans payable | 580,386 | 580,386 | 519,157 | |
Repayments of loans payable | (80,235) | (51,961) | (199,910) | (104,645) |
Proceeds from convertible debt obligations | 786,000 | 2,026,730 | 3,507,530 | 1,280,000 |
Repayments of debt obligations | (95,500) | (162,500) | ||
Dividends paid in cash | (127,913) | (127,502) | (60,515) | |
Proceeds from sale of Series B preferred stock | 7,759,500 | |||
Proceeds from common stock offering, net of issuance costs | 3,009,750 | 575,400 | 1,323,695 | 40,500 |
Net Cash Provided by Financing Activities | 3,620,015 | 3,002,642 | 5,084,199 | 9,271,497 |
Effect of Exchange Rate Changes on Cash | 230,722 | 373,359 | (745,868) | (119,831) |
Net Increase (Decrease) in Cash | 309,676 | (211,169) | (299,815) | 227,113 |
Cash - Beginning of Period | 58,488 | 358,303 | 358,303 | 131,190 |
Cash - End of Period | 368,164 | 147,134 | 58,488 | 358,303 |
Supplemental Disclosures of Cash Flow Information: | ||||
Interest paid | 167,313 | 181,439 | 358,114 | 185,364 |
Income taxes paid | ||||
Non-Cash Investing and Financing Activity | ||||
Accrued stock-based compensation converted to equity | 63,415 | 81,399 | 81,399 | 73,868 |
Debt and interest converted to equity | 52,660 | 809,875 | 809,875 | 1,267,324 |
Notes payable exchanged for noncontrolling interest | 2,106,608 | |||
Common stock returned to Company to satisfy receivable | 32,285 | 32,285 | ||
Beneficial conversion feature | 227,424 | 227,414 | ||
Dividends declared on Series B Convertible Redeemable Preferred Stock | 474,719 | 474,719 | ||
Common stock issued to satisfy dividends payable | $ 264,272 | 264,272 | ||
Common stock issued in satisfaction of deferred revenue | 124,539 | |||
Land purchased in exchange for note payable | $ 517,390 |
Organization
Organization | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | 1. ORGANIZATION Through its subsidiaries, Gaucho Group Holdings, Inc. (“Company”, “GGH”), a Delaware corporation that was incorporated on April 5, 1999, currently invests in, develops and operates international real estate projects. Effective October 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. As wholly owned subsidiaries of GGH, InvestProperty Group, LLC (“IPG”) and Algodon Global Properties, LLC (“AGP”) operate as holding companies that invest in, develop and operate global real estate and other lifestyle businesses such as wine production and distribution, golf, tennis, and restaurants. GGH operates its properties through its ALGODON® brand. IPG and AGP have invested in two ALGODON® brand projects located in Argentina. The first project is Algodon Mansion, a Buenos Aires-based luxury boutique hotel property that opened in 2010 and is owned by the Company’s subsidiary, The Algodon – Recoleta, SRL (“TAR”). The second project is the redevelopment, expansion and repositioning of a Mendoza-based winery and golf resort property now called Algodon Wine Estates (“AWE”), the integration of adjoining wine producing properties, and the subdivision of a portion of this property for residential development. GGH’s wholly owned subsidiary Algodon Europe, Ltd., is a United Kingdom wine distribution company. GGH also holds a 79% ownership interest in its subsidiary Gaucho Group, Inc. (“GGI”) which is in the final stages of development for the manufacture, distribution and sale of high-end luxury fashion and accessories through an e-commerce platform. | 1. ORGANIZATION Through its wholly-owned subsidiaries, Gaucho Group Holdings, Inc. (“Company”, “GGH”), a Delaware corporation that was incorporated on April 5, 1999, currently invests in, develops and operates international real estate projects. Effective October 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. As wholly-owned subsidiaries of GGH, InvestProperty Group, LLC (“IPG”) and Algodon Global Properties, LLC (“AGP”) operate as holding companies that invest in, develop and operate global real estate and other lifestyle businesses such as wine production and distribution, golf, tennis, and restaurants. GGH operates its properties through its ALGODON® brand. IPG and AGP have invested in two ALGODON® brand projects located in Argentina. The first project is Algodon Mansion, a Buenos Aires-based luxury boutique hotel property that opened in 2010 and is owned by the Company’s subsidiary, The Algodon – Recoleta, SRL (“TAR”). The second project is the redevelopment, expansion and repositioning of a Mendoza-based winery and golf resort property now called Algodon Wine Estates (“AWE”), the integration of adjoining wine producing properties, and the subdivision of a portion of this property for residential development. GGH’s wholly owned subsidiary Algodon Europe, Ltd., is a United Kingdom wine distribution company. GGH’s wholly owned subsidiary, Gaucho Group, Inc. (“GGI”) is in the final stages of development for the manufacture, distribution and sale of high-end luxury fashion and accessories through a an e-commerce platform . Through December 31, 2016, GGH’s wholly owned subsidiary, DPEC Capital, Inc. (“CAP”), was a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), the Securities and Exchange Commission (“SEC”) and the Securities Investor Protection Corporation (“SIPC”) and cleared its securities transactions on a fully disclosed basis with another broker-dealer. CAP provided brokerage securities trading; private equity and venture capital investments; and advisory and other financial services to customers, including GGH and certain related affiliates. On November 29, 2016, the Company’s Board of Directors determined that it was in the Company’s best interest to close down CAP and the Company ceased its broker-dealer operations on December 31, 2016. On February 21, 2017, the Company’s request to FINRA for Broker-Dealer Withdrawal (“BDW”) became effective (see Note 4 – Discontinued Operations). GGH also owned approximately 96.5% of Mercari Communications Group, Ltd. (“Mercari”), a public shell corporation current in its SEC reporting obligations. On December 20, 2016 GGH entered into a Stock Purchase Agreement with a Purchaser, whereby the Purchaser agreed to purchase all of GGH’s shares of Mercari for $260,000. The sale of Mercari stock was completed on January 20, 2017 and GGH received net proceeds after expenses of $199,200. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management's Liquidity Plans | 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company incurred losses of $3,393,975 and $3,931,889 during the six months ended June 30, 2019 and 2018, respectively. The Company has an accumulated deficit of $84,570,065 at June 30, 2019. Cash used in operating activities was $3,554,273 and $3,260,371 during the six months ended June 30, 2019 and 2018, respectively. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company needs to raise additional capital in order to continue to pursue its business objectives. The Company funded its operations during the six months ended June 30, 2019 through the proceeds from convertible debt obligations of $786,000 and proceeds from the sale of common stock for gross proceeds of $3,009,750. The Company repaid loans payable of $80,235 and debt obligations of $95,500, during the six months ended June 30, 2019. If the Company is not able to obtain additional sources of capital, it may not have sufficient funds to continue to operate the business for twelve months from the date these financial statements are issued. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. Further, there is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | 2. 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. The Company incurred losses from continuing operations of $5,678,418 and $7,806,761 during the years ended December 31, 2018 and 2017, respectively. Cash used in operating activities was $4,345,838 and $8,075,299 for the years ended December 31, 2018 and 2017, respectively. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company needs to raise additional capital in order to continue to pursue its business objectives. To date, the Company has funded its operations primarily from proceeds of sales of its equity interests, loans and convertible notes. The Company presently has enough cash on hand to sustain its operations on a month to month basis. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. Further, there is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2019, and for the three and six months ended June 30, 2019 and 2018. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019. The unaudited condensed consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated financial statements. Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets. Segment Information The Financial Accounting Standards Board (“FASB”) has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GGI is not yet fully operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment. Highly Inflationary Status in Argentina The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. 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 inflation accounting) were translated using the Argentina Peso 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 at 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 three and six months ended June 30, 2019, respectively, the Company recorded a $(15,189) and $32,334 (loss) gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries. Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the three and six months ended June 30, 2019, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of stockholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. 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 approximately $113,500 and $48,900, at June 30, 2019 and December 31, 2018, respectively, of which approximately $51,900 and $48,900, respectively, represents cash held in Argentine bank accounts. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the revenue recognized in the Company’s condensed consolidated statements of operations: For The Three Months For The Six Months June 30, June 30, 2019 2018 2019 2018 Real estate sales $ - $ 77,182 $ - $ 877,036 Hotel room and events 107,736 164,011 367,356 387,579 Restaurants 31,858 66,173 97,781 156,270 Winemaking 12,338 87,775 102,880 227,171 Golf, tennis and other [1] 116,801 1,251 141,211 26,259 $ 268,733 $ 396,392 $ 709,228 $ 1,674,315 [1] During the three and six months ended June 30, 2019, the Company recognized $94,207 of agricultural revenues resulting from the sale of grapes. Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services. During the three and six months ended June 30, 2019 the Company did not recognize revenues related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the three and six months ended June 30, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance. As of June 30, 2019 and December 31, 2018, the Company had deferred revenue of $818,542 and $995,327, respectively, associated with real estate lot sale deposits, $31,230 and $0, respectively, related to advance deposits for wine barrel and agricultural products and had $53,989 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the condensed consolidated statements of operations. Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to 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: June 30, 2019 2018 Options 7,409,375 7,973,593 Warrants 992,166 1,376,875 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt - 1,987,070 Total potentially dilutive shares 17,428,241 20,364,238 Operating Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available. The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation for the six months ended June 2019. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of $361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact on the Company’s results of operations or cash flows in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required. Non-Controlling Interest As a result of the conversion of certain convertible debt into shares of GGI common stock, GGI investors obtained a 21% ownership interest in GGI, which is recorded as a non-controlling interest. The profits and losses of GGI are allocated between the controlling interest and the non-controlling interest in the same proportions as their membership interest. (See Note 8 – Debt Obligations) New Accounting Pronouncements In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. The effective date of those amendments is for fiscal years beginning after December 15, 2019. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited condensed consolidated financial statements and financial statement disclosures. | 3. 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. 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 equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets. Discontinued Operations The Company accounted for its decision to close down its broker-dealer subsidiary, CAP, as discontinued operations in accordance with the guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” and ASC Topic 205, “Presentation of Financial Statements,” which require that a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results shall be reported in the financial statements as discontinued operations. Accordingly, the results of operations for CAP during the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. There were no assets or liabilities of discontinued operations as of December 31, 2018 or 2017. Highly Inflationary Status in Argentina The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in loss on foreign currency translation on the accompanying statements of operations. During the year ended December 31, 2018, the Company recorded a $187,660 gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries. Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the six-month period from July 1, 2018 through December 31, 2018, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of shareholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. Comprehensive Income (Loss) Comprehensive income 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 income (loss) to include foreign currency translation adjustments. Accounts Receivable Accounts receivable primarily represent receivables from hotel guests who occupy rooms and wine sales to commercial customers. The Company provides an allowance for doubtful accounts when it determines that it is more likely than not a specific account will not be collected. The allowance for doubtful accounts was $1,681 and $3,421, as of December 31, 2018 and 2017, respectively. Bad debt expense for the years ended December 31, 2018 and 2017 was $367 and $127,087, respectively. Write-offs of accounts receivable for the years ended December 31, 2018 and 2017 were $422 and $2,913, respectively. Inventory Inventories are comprised primarily of vineyard in process, wine in process, finished wine, plus food and beverage items 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. Vineyard in process represents the monthly 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. 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 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. Reductions to the carrying value of inventories are recorded in cost of sales. 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 reduced, resulting in additional expense and reduced profitability. During the year ended December 31, 2017, the Company recorded approximately $61,000 of inventory write downs as a result of hailstorms that occurred during the year, which is included in the cost of sales in the accompanying consolidated statement of operations. Property and Equipment Property 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: Buildings 10 - 30 years Furniture and fixtures 3 - 10 years Vineyards 7 - 20 years Machinery and equipment 3 - 20 years Leasehold improvements 3 - 5 years Computer hardware and software 3 - 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. 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, 2018 or 2017. Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of notes which are convertible at a price that is below the market value of the Company’s stock when the note is issued. The intrinsic value of the BCF is recorded as debt discount which is amortized to interest expense over the life of the respective note using the effective interest method. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on financial reporting dates and vesting dates until the service period is complete. 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. 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 $48,929 and $146,952 at December 31, 2018 and 2017, respectively, of which $48,929 and $102,866, respectively, represents cash held in Argentine bank accounts. Foreign Operations The following summarizes key financial metrics associated with the Company’s continuing operations (these financial metrics are immaterial for the Company’s operations in the United Kingdom): As of December 31, 2018 2017 Assets - Argentina $ 5,151,626 $ 6,781,285 Assets - U.S. 495,865 1,563,521 Total Assets $ 5,647,491 $ 8,344,806 Liabilities - Argentina $ 4,440,345 $ 3,743,164 Liabilities - U.S. 2,277,569 595,138 Total Liabilities $ 6,717,914 $ 4,338,302 For the Years Ended December 31, 2018 2017 Revenues - Argentina $ 3,099,608 $ 1,665,568 Revenues - U.S. - 151,734 Total Revenues from Continuing Operations $ 3,099,608 $ 1,817,302 Net Income (loss) - Argentina $ (499,101 ) $ (2,212,286 ) Net loss - U.S. (5,179,317 ) (5,594,475 ) Total Net Loss from Continuing Operations $ (5,678,418 ) $ (7,806,761 ) Impairment 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. There were no impairments of long-lived assets for the years ended December 31, 2018 and 2017. Segment Information The FASB has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GG is not yet operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, requires a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the revenue recognized in the Company’s consolidated statements of operations: For the Years Ended December 31, 2018 2017 Real estate sales $ 1,467,714 $ - Hotel rooms and events 882,213 850,645 Restaurants 277,652 314,822 Winemaking 315,741 471,374 Golf, tennis and other 156,288 180,461 Total revenues $ 3,099,608 $ 1,817,302 Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services. During the year ended December 31, 2018 the Company recognized approximately $1,146,017 of revenue related to the sale of real estate lots which was included in deferred revenues as of December 31, 2017. For the year ended December 31, 2018, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance. As of December 31, 2018 and 2017, the Company had deferred revenue of $995,327 and $1,685,725, respectively, associated with real estate lot sale deposits, and had $43,165 and $46,939, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the consolidated statements of operations. Income Taxes The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. The Company additionally establishes a valuation allowance to reflect the likelihood of realization of deferred tax assets. Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2018 2017 Options 9,499,265 9,234,265 Warrants 1,229,630 1,465,296 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt (1) 4,631,356 - Total potentially dilutive shares 24,386,951 19,726,261 (1) Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2018 and 2017 was $156,006 and $151,749, respectively. New Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 — Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 was revised in July 2015 to be effective for interim periods beginning on or after December 15, 2017 and should be applied on a transitional basis either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. In 2016, FASB issued additional ASUs that clarify the implementation guidance on principal versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections (ASU 2016-20). These new standards became effective for on January 1, 2018 and were adopted using the modified retrospective method. The adoption of ASC Topic 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 effective January 1, 2019 and its adoption will have a material impact on the Company’s consolidated financial statements, primarily as the result of recording right-of-use assets and obligations for current operating leases. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230)” which provides guidance on the presentation and classification of certain cash receipts and cash payments in the statement of cash flows in order to reduce diversity in practice. The ASU is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. The adoption of ASU 2016-15 did not have a material effect on the Company’s consolidated financial statements and related disclosures. On February 22, 2017, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20)”, which requires that all entities account for the derecognition of a business in accordance with ASC 810, including instances in which the business is considered in substance real estate. The ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2017. The adoption of the provisions of ASU 2017-05 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting”. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures. On June 20, 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of ASC 718, Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company elected to early adopt ASU 2018-07 on July 1, 2018. The results of applying ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company adopted ASU 2018-09 effective January 1, 2019. The ASU 2018-09 will not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the timing and impact of adopting the updated provisions. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 4. DISCONTINUED OPERATIONS On November 29, 2016, the Company’s Board of Directors determined that it was in the Company’s best interest to close down CAP and the Company ceased its broker-dealer operations December 31, 2016. On February 21, 2017, the Company’s request to FINRA for Broker-Dealer Withdrawal (“BDW”) became effective. Results of Discontinued Operations Summarized operating results of discontinued operations are presented in the following table: For the Year Ended December 31, 2017 Revenues $ - Gross profit - Operating expenses (105,772 ) Interest income, net 21 Loss from discontinued operations $ (105,751 ) |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. INVENTORY Inventory at March 31, 2019 and December 31, 2018 is comprised of the following: June 30, 2019 December 31, 2018 Vineyard in process $ 80,949 $ 232,436 Wine in process 832,720 747,862 Finished wine 50,394 11,003 Clothing and accessories 219,026 - Other 46,922 42,594 $ 1,230,011 $ 1,033,895 | 5. INVENTORY Inventory at December 31, 2018 and 2017 is comprised of the following: December 31, 2018 2017 Vineyard in process $ 232,436 $ 349,458 Wine in process 747,862 865,762 Finished wine 11,003 63,964 Other 42,594 109,482 Total $ 1,033,895 $ 1,388,666 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2018 2017 Buildings $ 1,971,057 $ 2,793,972 Real estate development 606,757 1,057,002 Land 502,949 881,035 Furniture and fixtures 337,048 448,432 Vineyards 200,217 308,204 Machinery and equipment 492,205 617,907 Leasehold improvements 164,375 164,375 Computer hardware and software 216,082 161,788 4,490,690 6,432,715 Less: Accumulated depreciation and amortization (1,518,326 ) (1,899,825 ) Property and equipment, net $ 2,972,364 $ 4,532,890 Depreciation and amortization of property and equipment was $197,729 and $286,695 for the years ended December 31, 2018 and 2017, respectively, of which $171,749 and $193,065 was recorded as expense in the accompanying statement of operations, and $25,980 and $93,630 was capitalized to inventory, respectively. Most of the Company’s property and equipment is located in Argentina and gross asset costs and accumulated depreciation reported in US dollars are impacted by the devaluation of the Argentine peso relative to the U.S. dollar. As of December 31, 2018, real estate development costs in the aggregate of $123,060, incurred in connection with twelve real estate lots that were completed during the period were transferred from property and equipment to real estate lots held for sale on the accompanying consolidated balance sheets. |
Prepaid Foreign Taxes
Prepaid Foreign Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense, Noncurrent [Abstract] | |
Prepaid Foreign Taxes | 7. PREPAID FOREIGN TAXES Prepaid foreign taxes, net, of $369,590 and $342,312 at December 31, 2018 and 2017, respectively, consists primarily of prepaid value added tax (“VAT”) credits. VAT credits are recovered through VAT collections on subsequent sales of products by the Company. Prepaid VAT tax credits do not expire. 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 $228,613 and $392,593 as of December 31, 2018 and 2017, respectively. |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Investments and Fair Value of Financial Instruments | 5. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company retained certain affiliate warrants which are marked to market at each reporting date using the Black-Scholes option pricing model. The Company recorded unrealized losses on the affiliate warrants of $1,066 and $1,773 during the three and six months ended June 30, 2019, respectively, and $14,824 and $16,451 during the three and six months ended June 30, 2018, respectively, which are included in revenues on the accompanying condensed consolidated statements of operations. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or developed by the Company. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Level 2 - Level 3 - As of June 30, 2019 Level 1 Level 2 Level 3 Total Warrants- Affiliates $ 6,067 $ 6,067 As of December 31, 2018 Level 1 Level 2 Level 3 Total Warrants- Affiliates $ - $ - $ 7,840 $ 7,840 A reconciliation of Level 3 assets is as follows: Warrants Balance - December 31, 2018 $ 7,840 Unrealized loss (1,773 ) Balance - June 30, 2019 $ 6,067 | 8. 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 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 Level 2 Level 3 Investments – Related Parties at Fair Value: As of December 31, 2018 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 7,840 $ 7,840 As of December 31, 2017 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 26,401 $ 26,401 A reconciliation of Level 3 assets is as follows: Warrants Balance - December 31, 2016 $ 42,688 Unrealized loss (16,287 ) Balance - December 31, 2017 26,401 Unrealized loss (18,561 ) Balance - December 31, 2018 $ 7,840 It had been the Company’s policy to distribute part or all of the warrants CAP earned, through serving as placement agent on various private placement offerings for a related but independent entity under common management, to registered representatives or other employees who provided investment banking services. There was no compensation expense recorded related to distributed warrants for the years ended December 31, 2017 or 2018. Warrants retained by the Company are marked-to-market at each reporting date using the Black-Scholes option pricing model. Unrealized losses on affiliate warrants of $18,561 were recorded during the year ended December 31, 2018 and $16,287 for the year ended December 31, 2017 are included in revenues on the accompanying consolidated statements of operations. The fair value of the warrants was determined based on the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including the expected share price volatility. Given that such shares were not publicly-traded, the Company developed an expected volatility figure based on a review of the historical volatilities, over a period of time, of similarly positioned public companies within the industry. The Company’s short-term financial instruments include cash, accounts receivable, advances and loans to employees, accounts payable, accrued expenses, other liabilities, loans payable and debt obligations. The carrying values of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | ||
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses are comprised of the following: June 30, 2019 December 31, 2018 Accrued compensation and payroll taxes $ 112,207 $ 149,019 Accrued taxes payable - Argentina 296,316 292,535 Accrued interest 433,445 404,239 Other accrued expenses 345,146 339,574 Accrued expenses, current 1,187,114 1,185,367 Accrued payroll tax obligations, non-current 104,121 57,786 Total accrued expenses $ 1,291,235 $ 1,243,153 | 9. ACCRUED EXPENSES Accrued expenses are comprised of the following: December 31, 2018 2017 Accrued compensation and payroll taxes $ 149,019 $ 463,604 Accrued taxes payable - Argentina 292,535 63,550 Accrued interest 404,239 255,481 Other accrued expenses 339,574 217,886 Accrued expenses, current 1,185,367 1,000,521 Accrued payroll tax obligations, non-current 57,786 247,515 Total accrued expenses $ 1,243,153 $ 1,248,036 During May 2015, the Company entered into a payment plan, under which it agreed to pay its Argentine payroll tax obligations over a period of 36 months. The current portion of payments due under the plan is $113,670 and $230,506 as of December 31, 2018 and 2017, respectively, which is included in accrued compensation and payroll taxes above. The non-current portion of accrued expenses represents payments under the plan that are scheduled to be paid after twelve months. The Company incurred interest expenses of $52,209 and $113,679 during the years ended December 31, 2018 and 2017, respectively, related to this payment plan. |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenues | 10. DEFERRED REVENUES Deferred revenues are comprised of the following: December 31, 2018 2017 Real estate lot sales deposits $ 995,327 $ 1,685,725 Other 43,165 46,939 Total $ 1,038,492 $ 1,732,664 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. As of December 31, 2018, and 2017, the Company had executed agreements to sell real estate building lots for aggregate proceeds of $3,725,867 and $3,667,423, respectively. To date, twenty-five lots have been sold. Revenue is recorded when the sale closes, and the deeds are issued. During 2018, the Company closed on the sale of all 25 lots and recorded revenue of $1,468,000. |
Loans Payable
Loans Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Loans Payable | 7. LOANS PAYABLE The Company’s loans payable are summarized below: June 30, 2019 December 31, 2018 Gross Principal Amount Debt Discount Loans Payable, Gross Principal Amount Debt Discount Loans Payable, Demand Loan $ 9,408 $ - $ 9,408 $ 10,647 $ - $ 10,647 2018 Loan 417,604 - 417,604 464,739 - 464,739 2017 Loan 126,215 - 126,215 168,609 - 168,609 Land Loan 491,000 (23,362 ) 467,638 500,000 (38,098 ) 461,902 Total Loans Payable 1,044,226 (23,362 ) 1,020,864 1,143,995 (38,098 ) 1,105,897 Less: current portion 844,227 (19,686 ) 824,541 893,995 (22,889 ) 871,106 Loans Payable, non-current $ 199,999 $ (3,676 ) $ 196,323 $ 250,000 $ (15,209 ) $ 234,791 On March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). The loan bears interest at 24.18% per annum and is due on March 1, 2021. Principal and interest will be paid in forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. The Company incurred interest expense of $14,417 and $37,821 on this loan during the three and six months ended June 30, 2019, respectively and incurred interest expense of $16,280 and $42,788 on this loan during the three and six months ended June 30, 2018, respectively. During 2018, the Company defaulted on certain 2017 Loan payments, and as a result, the 2017 Loan is currently payable upon demand. Of the decrease in principal of $42,395 on the 2017 Loan during the six months ended June 30, 2019, $24,188 resulted from principal payments made and $18,207 resulted from the effect of fluctuations in the foreign currency exchange rate during the period. On August 19, 2017, the Company purchased 845 hectares of land adjacent to its existing property at AWE. The Company paid $100,000 at the date of purchase and executed a note payable in the amount of $600,000 (the “Land Loan”) with a stated interest rate of 0% and with quarterly payments of $50,000 beginning on December 18, 2017 and ending August 18, 2021. On May 27, 2019, the terms on the Land Loan were amended such that 60 monthly payments of $4,500 and 5 annual payments of $46,000 were required, beginning on May 30, 2019. At the date of purchase, the Company took possession of the property, with full use and access, and will receive the deed to the property after $400,000 of the purchase price has been paid. The Company imputed interest on the note at 7% per annum and recorded a discounted note balance of $517,390 on August 19, 2017. Amortization of the note discount in the amount of $8,241 and $14,736 for the three and six months ended June 30, 2019, and $5,321 and $14,957 for the three and six months ended June 30, 2018, respectively is recorded as interest expense on the accompanying condensed consolidated statements of operations. The balance on the note was $467,638, net of debt discount of $23,362 on June 30, 2019, of which $271,314 (net of discount of $19,686) is included in loans payable, net, current and $196,323 (net of discount of $3,676) is included in loans payable, net, non-current in the accompanying condensed consolidated balance sheets. On January 25, 2018 the Company received a bank loan in the amount of $525,000 (the “2018 Loan”), denominated in U.S. dollars. The loan bears interest at 6.75% per annum and is due on January 25, 2023. Principal and interest will be paid in 60 equal monthly installments of $10,311, beginning on February 23, 2018. During 2018, the Company defaulted on certain 2018 Loan payments, and as a result, the 2018 Loan is currently payable upon demand. The Company incurred interest expense of $6,444 and $14,007 on this loan during the three and six months ended June 30, 2019, respectively and incurred interest expense of $8,285 and $14,054 on this loan during the three and six months ended June 30, 2018, respectively. On June 4, 2018 the Company received a loan in the amount of $55,386 (ARS $1,600,000) which bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly. The Company incurred interest expense of $2,904 and $6,264 on this loan during the three and six months ended June 30, 2019, respectively and incurred interest expense of $6,832 on this loan during the three and six months ended June 30, 2018. | 11. LOANS PAYABLE On March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). The 2017 Loan bears interest at 24.18% per annum and is due on March 1, 2021. Principal and interest will be paid in forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. The Company incurred interest expense on this loan of $85,116 and $100,115 during the years ended December 31, 2018 and 2017, respectively. During 2018, the Company defaulted on certain 2017 Loan payments, and as a result, the 2017 Loan is payable upon demand as of December 31, 2018. Of the decrease in principal of $243,438 on the 2017 Loan during the year ended December 31, 2018, $49,206 resulted from principal payments made and $194,232 resulted from the effect of fluctuations in the foreign currency exchange rate during the period. On August 19, 2017, the Company purchased 845 hectares of land adjacent to its existing property at AWE. The Company paid $100,000 at the date of purchase and executed a note payable in the amount of $600,000, denominated in U.S. dollars (the “Land Loan”) with a stated interest rate of 0% and with quarterly payments of $50,000 beginning on December 18, 2017 and ending August 18, 2021. At the date of purchase, the Company took possession of the property, with full use and access, but will not receive the deed to the property until after $400,000 of the purchase price has been paid. The Company imputed interest on the note at 7% per annum and recorded a discounted note balance of $517,390 on August 19, 2017, which is being amortized over the term of the loan using the effective interest method. Amortization of the note discount in the amount of $32,295 and $12,217 for the years ended December 31, 2018 and 2017, respectively, is recorded as interest expense on the accompanying consolidated statements of operations. The balance on the note was $461,902, net of debt discount of $38,098 on December 31, 2018, of which $227,111 (net of discount of $22,889) is included in loans payable, net, current and $234,791 (net of discount of $15,209) is included in loans payable, net, non-current in the accompanying consolidated balance sheets. On January 25, 2018 the Company received a bank loan in the amount of $525,000 (the “2018 Loan”), denominated in U.S. dollars. The 2018 Loan bears interest at 6.75% per annum and was due on January 25, 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 2018, the Company defaulted on certain 2018 Loan payments, and as a result, the 2018 Loan is payable upon demand as of December 31, 2018. The Company incurred interest expense of $33,420 on this loan during the year ended December 31, 2018. On June 4, 2018 the Company received a loan in the amount of $55,386 (ARS $1,600,000) which bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly. The Company incurred interest expense on this loan of $23,427 during year ended December 31, 2018. The decrease in the principal balance of the Demand Loan during the period is the result of changes in the foreign currency exchange rate during the period. Future minimum principal payments under the loans payable are as follows: Total Years ending December 31, Payment 2019 893,995 2020 150,000 2021 100,000 2022 - 2023 - $ 1,143,995 The Company’s loans payable are summarized below: December 31, 2018 December 31, 2017 Gross Debt Discount Loans Gross Debt Discount Loans Payable, Demand Loan $ 10,647 $ - $ 10,647 $ - $ - $ - 2018 Loan 464,739 - 464,739 - - - 2017 Loan 168,609 - 168,609 412,047 - 412,047 Land Loan 500,000 (38,098 ) 461,902 550,000 (70,393 ) 479,607 Total Loans Payable 1,143,995 (38,098 ) 1,105,897 962,047 (70,393 ) 891,654 Less: current portion 893,995 (22,889 ) 871,106 287,838 (31,114 ) 256,724 Loans Payable, non-current $ 250,000 $ (15,209 ) $ 234,791 $ 674,209 $ (39,279 ) $ 634,930 |
Debt Obligations
Debt Obligations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Debt Obligations | 8. DEBT OBLIGATIONS The Company’s debt obligations are summarized below: June 30, 2019 December 31, 2018 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 293,459 $ 293,459 $ - $ 279,735 $ 279,735 2017 Notes 1,170,354 120,216 1,290,570 1,251,854 75,013 1,326,867 Gaucho Notes 150,000 1,987 151,987 1,480,800 18,787 1,499,587 Total Debt Obligations $ 1,320,354 $ 415,662 $ 1,736,016 $ 2,732,654 $ 373,535 $ 3,106,189 [1] Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets (see Note 6 – Accrued Expenses). During an offering that ended on September 30, 2010, IPG issued convertible notes with an interest rate of 8% and an amended maturity date of March 31, 2011 (the “2010 Debt Obligations”). During 2017, the Company repaid the remaining principal balance of $162,500, such that as of December 31, 2017, there is no principal balance owed on the 2010 Debt Obligations. Accrued interest of $293,459 and $279,735 owed on the 2010 Debt Obligations remained outstanding as of June 30, 2019 and December 31, 2018, respectively. The Company incurred interest expense of $5,527 and $13,724 during the three and six months ended June 30, 2019, respectively, and $9,247 and $18,400 during the three and six months ended June 30, 2018, respectively, on the 2010 Debt Obligations. Accrued interest on the 2010 Debt Obligations is not convertible. On December 31, 2017, the Company sold a convertible promissory note in the amount of $20,000 to an accredited investor, and during 2018, the Company sold additional convertible promissory notes in the aggregate principal amount of $2,026,730 (together, the “2017 Notes”). The 2017 Notes mature 90 days from the date of issuance, bear interest at 8% per annum and are convertible into the Company’s common stock at $0.63 per share, which represented a 10% discount to the price used for the sale of the Company’s common stock at the commitment date. The conversion option represented a beneficial conversion feature in the amount of $227,414 which was recorded as a debt discount with a corresponding credit to additional paid-in capital. Debt discount is amortized over the term of the loan using the effective interest method. During the six months ended June 30, 2018, principal and interest of $794,875 and $15,000, respectively, were converted into 1,285,516 shares of common stock at a conversion price of $0.63 per share. During the six months ended June 30, 2019, the Company repaid principal and interest of $30,000 and $2,151, respectively, and principal and interest of $51,500 and $1,160, respectively, were converted into 83,587 shares of common stock at a conversion price of $0.63 per share. The Company incurred interest expense of $23,308 and $48,513 during the three and six months ended June 30, 2019 respectively. The Company incurred total interest expense of $256,008, related to these notes during the three and six months ended June 30, 2018, of which $219,593 represented amortization of debt discount. The remaining principal balance owed on the 2017 Notes of $1,170,354 is past due as of June 30, 2019. The 2017 Notes matured on June 30, 2019. The principal balance outstanding on the 2017 Notes at June 30, 2019 is no longer convertible, since the notes are past their maturity date. Interest continues to accrue based on the interest rate stated above. During 2018, the Company’s subsidiary, Gaucho Group, Inc., sold convertible promissory notes in the amount of $1,480,800 to accredited investors. Between January 1, 2019 and March 12, 2019, Gaucho Group, Inc. sold convertible promissory notes in the amount of $786,000 to accredited investors (together, the “Gaucho Notes”). In January 2019, management of GGI gave the option to the noteholders of extending the maturity date from December 31, 2018 to March 31, 2019 of their specific Gaucho Notes. The Gaucho Notes, as amended, bear interest at 7% per annum and mature and became due on March 31, 2019. All holders of Gaucho Notes agreed to extend the maturity date to March 31, 2019. The Gaucho Notes and related accrued interest are convertible into GGI common stock at the option of the holder, at a price representing 20% discount to the share price in a future offering of GGI common stock. During the second quarter of 2019, the Company repaid $65,500 and $3,256 of principal and interest due, respectively, on the Gaucho Notes. On April 14, 2019, the Company made a one-time offer to the holders of Gaucho Notes to convert the Gaucho Notes into shares of common stock of GGI at a price per share of $0.40, and on June 30, 2019, $2,051,300 and $55,308 of principal and interest, respectively, was converted into 5,266,520 shares of GGI common stock, representing a 21% non-controlling interest in GGI. As of June 30, 2019, principal and interest of $150,000 and $1,987 remain outstanding under the Gaucho Notes. The Company incurred total interest expense of $7,151 and $41,766 related to the Gaucho Notes during the three months and six months ended June 30, 2019. The principal balance of the Gaucho Notes at June 30, 2019 is no longer convertible, since the notes are past their maturity date. Interest continues to accrue based on the interest rate stated above. | 12. CONVERTIBLE DEBT OBLIGATIONS During an offering that ended on September 30, 2010, the Company issued convertible notes with an interest rate of 8% and an amended maturity date of March 31, 2011 (the “2010 Debt Obligations”). During 2017, the Company repaid the remaining principal balance of $162,500, such that as of December 31, 2017, there is no principal balance owed on the 2010 Debt Obligations. Accrued interest of $279,735 and $255,481 owed on the 2010 Debt Obligations remained outstanding as of December 31, 2018 and 2017, respectively. The Company incurred interest expense of $24,254 and $37,219 during the years ended December 31, 2018 and 2017, respectively, on the 2010 Debt Obligations. Accrued interest on the 2010 Debt Obligations is not convertible. On December 31, 2017, the Company sold a convertible promissory note in the amount of $20,000 to an accredited investor. From February 2, 2018 through April 26, 2018, the Company sold additional convertible promissory notes in the aggregate principal amount of $2,026,730 (together, the “Convertible Notes”). The Convertible Notes mature 90 days from the date of issuance, bear interest at 8% per annum and are convertible into the Company’s common stock at $0.63 per share, which represented a 10% discount to the price used for the sale of the Company’s common stock at the commitment date. The conversion option represented a beneficial conversion feature in the amount of $227,414 which was recorded as a debt discount with a corresponding credit to additional paid-in capital. Debt discount is amortized over the term of the loan using the effective interest method. The Company incurred total interest expense of $317,427 and $7,324 related to this debt during the years ended December 31, 2018 and 2017, respectively, of which $227,414 and $0 represented amortization of debt discount, respectively. On June 30, 2018, principal and interest of $794,875 and $15,000, respectively, owed on the Convertible Notes were converted into 1,285,517 shares of common stock at a conversion price of $0.63 per share. The remaining principal balance owed on the Convertible Notes of $1,251,854 is past due as of December 31, 2018. Between June 30, 2018 and December 31, 2018, the Company sold convertible promissory notes (the “Gaucho Notes”) in the amount of $1,480,800 to accredited investors. The Gaucho Notes, as amended, bear interest at 7% per annum and mature and became due on March 31, 2019. The Company is currently negotiating an extension of the maturity date of the Gaucho notes. The Gaucho Notes and related accrued interest are convertible into GG common stock at the option of the holder, at a price representing 20% discount to the share price in a future offering of GG common stock. The Company incurred total interest expense of $18,786 related to the Gaucho Notes during the year ended December 31, 2018. Company’s debt obligations as of December 31, 2018 and 2017 are summarized below: December 31, 2018 December 31, 2017 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 279,735 $ 279,735 $ - $ 255,481 $ 255,481 Convertible Notes 1,251,854 75,013 1,326,867 20,000 - 20,000 Gaucho Notes 1,480,800 18,787 1,499,587 - - - Total Debt Obligations $ 2,732,654 $ 373,535 $ 3,106,189 $ 20,000 $ 255,481 $ 275,481 [1] Accrued interest is included as a component of accrued expenses on the consolidated balance sheets. (See Note 9 – Accrued Expenses) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. 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: For the Years Ended December 31, 2018 2017 United States $ (5,171,150 ) $ (5,654,598 ) International (507,269 ) (2,257,914 ) Income before income taxes $ (5,678,419 ) $ (7,912,512 ) The income tax provision (benefit) consisted of the following: For the Years Ended December 31, 2018 2017 Federal Current $ - $ - Deferred (979,625 ) 5,378,411 State and local Current - - Deferred 1,839,145 (2,099,305 ) Foreign Current - - Deferred 1,590 19,576 861,109 3,298,682 Change in valuation allowance (861,109 ) (3,298,682 ) Income tax provision (benefit) $ - $ - For the years ended December 31, 2018 and 2017, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual tax expense (benefit) as follows: For the Years Ended December 31, 2018 2017 U.S. federal statutory rate (21.0 )% (34.0 )% State taxes, net of federal benefit (3.1 )% (11.0 )% Permanent differences 0.7 % 1.8 % Write-off of deferred tax asset 3.9 % 1.6 % Change in tax rates 0.0 % 86.0 % Prior period adjustments 33.4 % (3.0 )% Other 1.3 % 0.3 % Change in valuation allowance (15.2 )% (41.7 )% Income tax provision (benefit) 0.0 % 0.0 % As of December 31, 2018 and 2017, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: For the Years Ended December 31, 2018 2017 Net operating loss $ 18,734,230 $ 19,315,973 Stock based compensation 1,120,521 1,381,564 Argentine tax credits 433,407 439,541 Accruals and other 4,991 5,708 Receivable allowances 415,662 428,814 Total deferred tax assets 20,708,810 21,571,600 Valuation allowance (20,701,515 ) (21,562,624 ) Deferred tax assets, net of valuation allowance 7,295 8,976 Excess of book over tax basis of warrants (7,295 ) (8,976 ) Net deferred tax assets $ - $ - As of December 31, 2018, the Company estimates that approximately $62,000,000, $53,600,000 and $30,100,000 of gross U.S. federal, state and local net operating losses (“NOLs”) may be available to offset future taxable income. Approximately $56,700,000 of the federal NOLs will expire from 2019 to 2037 and approximately $5,400,000 have no expiration. 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, approximately $6,315,000 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 NOL’s generated through the date of the ownership change on June 30, 2012 are subject to an annual limitation of approximately $1,004,000. To date, no additional annual limitations have been triggered, but the Company remains subject to the possibility that a future greater than 50% ownership change could trigger additional annual limitation on the usage of NOLs. As of December 31, 2018, the Company had approximately $465,000 of gross U.K. NOL carryovers which do not expire and the Company had approximately $433,000 of Argentine tax credits which may be carried forward 10 years and begin to expire in 2018. 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, 2018 decreased by approximately $900,000 and for the year ended December 31, 2017 decreased by approximately $3,300,000. Management 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, 2018 and 2017. 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, 2015 (or the year ended December 31, 1999 if the Company were to utilize its NOLs). No tax audits were commenced or were in process during the years ended December 31, 2018 and 2017. 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. The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017 making significant changes to the Internal Revenue Code. Changes include but are not limited to (a) the reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017; (b) the transition of U.S. international tax taxation from a worldwide tax system to a territorial system; and (c) a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The transition tax is based on total post-1986 earnings and profits which were previously deferred from U.S. income taxes. At December 31, 2018, the Company did not have any undistributed earnings of our foreign subsidiaries. As a result, no additional income or withholding taxes have been provided for. The Company does not anticipate any impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) and as such, the Company has not recorded any impact associated with either GILTI or BEAT. The change in tax law required the Company to remeasure existing net deferred tax assets using the lower rate in the period of enactment resulting in an income tax expense of approximately $6.8 million which is fully offset by the corresponding tax benefit of $6.8 million from the reduction in the valuation allowance in the year ended December 31, 2017. SAB 118 recognizes that a registrant’s review of certain income tax effects of the Tax Act may be incomplete at the time financial statements are issued for the reporting period that includes the enactment date, including interim periods therein. Specifically, SAB 118 allows a company to report provisional estimates in the reporting period that includes the enactment date if the company does not have the necessary information available, prepared, or fully analyzed for certain income tax effects of the Tax Act. The provisional estimates would be adjusted during a measurement period not to exceed 12 months from the enactment date of the Tax Act, at which time the accounting for the income tax effects of the Tax Act is required to be completed. The Company has completed its accounting for the income tax effects of the enactment of the Tax Act and made no changes to the provisional amounts previously recorded. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS Assets Accounts receivable – related parties of $301,711 and $71,650 at June 30, 2019 and December 31, 2018, respectively, represents the net realizable value of advances made to related, but independent, entities under common management, of which $189,889 and $4,644 respectively, represents amounts owed to the Company in connection with expense sharing agreements as described below. Investments See Note 5 – Investments and Fair Value of Financial Instruments, for information related to investments in related parties. Expense Sharing On April 1, 2010, the Company entered into an agreement with a related, but independent, entity under common management, of which GGH’s Chief Executive Officer (“CEO”) is Chairman and Chief Executive Officer, and GGH’s Chief Financial Officer (“CFO”) is Chief Financial Officer, to share expenses such as office space, support staff and other operating expenses. The agreement was amended on January 1, 2017 to reflect the current use of personnel, office space, professional services. During the three and six months ended June 30, 2019, the Company recorded a contra-expense of $117,968 and $189,889, respectively, and during the three and six months ended June 30, 2018, the Company recorded a contra-expense of $69,829 and $139,659, respectively, related to the reimbursement of general and administrative expenses as a result of the agreement. The entity owed $189,889 and $4,644, respectively, as of June 30, 2019 and December 31, 2018, under such and similar prior agreements. The Company had an expense sharing agreement with a different related entity to share expenses such as office space and other clerical services which was terminated in August 2017. The owners of more than 5% of that entity include (i) GGH’s chairman, and (ii) a more than 5% owner of GGH. The entity owed $396,116 to the Company under the expense sharing agreement at each of June 30, 2019 and December 31, 2018, of which the entire balance is deemed unrecoverable and reserved. | 14. RELATED PARTY TRANSACTIONS Assets Accounts receivable – related parties of $71,650 and $851,016 at December 31, 2018 and 2017, respectively, represents the net realizable value of advances made to related, but independent, entities under common management, of which $4,644 and $724,591 represents amounts owed to the Company in connection with expense sharing agreements as described below. See Note 8 – Investments and Fair Value of Financial Instruments, for a discussion of the Company’s investment in warrants of a related, but independent, entity. Expense Sharing On April 1, 2010, the Company entered into an agreement with a related, but independent, entity under common management, of which GGH’s Chief Executive Officer (“CEO”) is Chairman and Chief Executive Officer, and GGH’s Chief Financial Officer (“CFO”) is Chief Financial Officer, to share expenses such as office space, support staff and other operating expenses. The agreement was amended on January 1, 2017 to reflect the current use of personnel, office space, professional services. During the years ended December 31, 2018 and 2017, the Company recorded a contra-expense of $437,074 and $342,299, respectively, related to the reimbursement of general and administrative expenses as a result of the agreement. The entity owed $4,644 and $724,591, respectively, as of December 31, 2018 and 2017, under such and similar prior agreements. The Company had an expense sharing agreement with a different related entity to share expenses such as office space and other clerical services which was terminated in August 2017. The owners of more than 5% of that entity include (i) GGH’s chairman, and (ii) a more than 5% owner of GGH. During each of the years ended December 31, 2018 and 2017, the Company was entitled to receive $0 and $10,640, respectively, in reimbursement of general and administrative expenses as a result of the agreement. The entity owed $396,116 to the Company under the expense sharing agreement at each of December 31, 2018 and 2017 of which the entire balance is deemed unrecoverable and reserved. |
Benefit Contribution Plan
Benefit Contribution Plan | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Benefit Contribution Plan | 10. BENEFIT CONTRIBUTION PLAN The Company sponsors a 401(k) profit-sharing plan (“401(k) Plan”) that covers substantially all of its employees in the United States. The 401(k) Plan provides for a discretionary annual contribution, which is allocated in proportion to compensation. In addition, each participant may elect to contribute to the 401(k) Plan by way of a salary deduction. A participant is always fully vested in their account, including the Company’s contribution. For the three and six months ended June 30, 2019, the Company recorded a charge associated with its contribution of $15,531 and $28,844, respectively, and for the three and six months ended June 30, 2018, the Company recorded a charge associated with its contribution of $15,027 and $34,571, respectively. This charge has been included as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company issues shares of its common stock to settle prior year’s obligations based on the fair market value of its common stock on the date the shares are issued (shares were issued at $0.35 and $0.70 per share during the six months ended June 30, 2019 and 2018, respectively. | 15. 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, 2018 and 2017, the Company recorded a charge associated with its contribution of $63,414 and $81,399, 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 (shares were issued at $0.70 and $1.09 per share during 2018 and 2017, respectively.) |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Deficiency | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Temporary Equity and Stockholders' Deficiency | 11. TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY Series B Preferred Stock The Series B stockholders are entitled to cumulative cash dividends at an annual rate of 8% of the Series B liquidation value (equal to face value of $10 per share), as defined, payable when, as and if declared by the Board of Directors. Cumulative dividends earned by the Series B stockholders were $179,770 and $357,565 for the three and six months ended June 30, 2019, respectively and $157,522 and $313,312 for the three and six months ended June 30, 2018, respectively. During the six months ended June 30, 2018, the Company’s Board of Directors declared dividends in the amount of $474,719. During June 2018, the Company issued 378,193 shares of common stock valued at $0.70 per share, or $264,273, in satisfaction of certain dividends payable and paid cash dividends of $127,818. Dividends payable of $85,223 are included in the current portion of other liabilities at June 30, 2019. Cumulative unpaid dividends in arrears related to the Series B totaled $900,869 and $546,335 as of June 30, 2019 and December 31, 2018, respectively. Common Stock Between February 8, 2019 and March 27, 2019, GGH sold a total of 2,527,857 shares of its common stock to accredited investors for total gross proceeds of $884,750. On March 13, 2019, the Company issued 181,185 shares of common stock at $0.35 per share to employees for the year ended December 31, 2018 of the 401(k) profit sharing plan. Between April 1, 2019 and June 30, 2019, the Company issued 6,071,428 shares of its common stock to accredited investors at $0.35 per share for total gross proceeds of $2,125,000 and issued 83,587 shares of its common stock upon the conversion of 2017 Notes (see Note 8). Accumulated Other Comprehensive Income (Loss) For three and six months ended June 30, 2019, the Company recorded benefits of $357,078 and $365,417, respectively, of foreign currency translation adjustments as accumulated other comprehensive income (loss) and for the three and six months ended June 30, 2018, the Company recorded $(909,557) and $(1,195,166), respectively, of foreign currency translation adjustments as accumulated other comprehensive income (loss), primarily related to fluctuations in the Argentine peso to United States dollar exchange rates. Warrants A summary of warrants activity during the six months ended June 30, 2019 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2018 1,229,630 2.15 Issued Exercised Cancelled (237,464 ) 2.30 Outstanding, June 30, 2019 992,166 $ 2.11 1.5 $ - Exercisable, June 30, 2019 992,166 $ 2.11 1.5 $ - A summary of outstanding and exercisable warrants as of June 30, 2019 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 2.00 Common Stock 741,879 1.5 741,879 $ 2.30 Common Stock 61,980 0.5 61,980 $ 2.50 Common Stock 188,307 1.7 188,307 Total 992,166 992,166 Stock Options On January 31, 2019, the Company granted five-year options for the purchase of 1,350,000 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 1,100,000 shares of the Company’s common stock were granted to certain employees of the Company, options for the purchase of 100,000 shares of the Company’s common stock were granted to certain members of the Board of Directors and options for the purchase of 150,000 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $0.385 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $200,092, which will be recognized ratably over the vesting period. The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Assumptions used in applying the Black-Scholes option pricing model during the six months ended June 30, 2019 are as follows: For the Three Months Ended June 30, 2019 2018 Risk free interest rate 2.43 % 2.56 % Expected term (years) 3.6-5.0 5.0 Expected volatility 52 % 43.50 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the stock options granted during the six months ended June 30, 2019 was approximately $0.15 per share. The weighted average estimated fair value of the stock options granted during the six months ended June 30, 2018 was approximately $0.47 per share. No stock options were issued during the three months ended June 30, 2019 or 2018. Pursuant to agreements with certain option holders, on May 13, 2019, the Company canceled options for the purchase of 3,139,890 shares of common stock, which had been granted under the Company’s 2008 Equity Incentive Plan and were exercisable at prices between $2.20 and $2.48 per share, including options for the purchase of 2,109,890 shares of common stock held by the Company’s President & CEO, options for the purchase of 150,000 shares of common stock held by the Company’s CFO, and options for the purchase of 150,000 shares of common stock held by a member of the Company’s board of directors. During the three and six months ended June 30, 2019, respectively, the Company recorded stock-based compensation expense of $68,508 and $226,502, respectively, and during the three and six months ended June 30, 2018, the Company recorded stock-based compensation expense of $205,111 and $388,331, respectively, related to stock option grants, which is reflected as general and administrative expenses in the accompanying condensed consolidated statements of operations. As of June 30, 2019, there was $950,903 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.82 years. A summary of options activity during the six months ended June 30, 2019 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, December 31, 2018 9,499,265 1.65 Granted 1,350,000 0.39 Exercised - - Expired (75,000 ) 1.10 Forfeited (3,364,890 ) 2.24 Outstanding, June 30, 2019 7,409,375 $ 1.16 3.0 Exercisable, June 30, 2019 2,849,136 $ 1.93 1.5 The following table presents information related to stock options at June 30, 2019: Options Outstanding Options Exercisable Exercise Price Outstanding Weighted Average Remaining Life Exercisable $ 0.39 1,350,000 - - $ 0.54 1,500,000 - - $ 0.77 1,320,000 3.63 412,501 $ 1.10 1,070,000 3.38 401,260 $ 2.20 1,242,000 1.08 1,117,000 $ 2.48 917,375 0.16 908,375 $ 3.30 10,000 0.94 10,000 7,409,375 1.48 2,849,136 | 16. TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY Amended and Restated Certification of Designation On February 28, 2017, the Company filed an Amended and Restated Certificate of Designation with the Secretary of State of the state of Delaware, decreasing the number of shares of the Company’s preferred stock designated as Series A Convertible Preferred Stock to 10,097,330 shares. Authorized Shares The Company is authorized to issue up to 80,000,000 shares of common stock, $0.01 par value per share effective September 30, 2013. As of December 31, 2018 and 2017, there were 46,738,532 and 43,067,546 shares of common stock issued, and 46,687,999 and 43,063,135 shares outstanding, respectively. The Company is authorized to issue up to 11,000,000 shares of preferred stock, $0.01 par value per share, of which 10,097,330 shares are designated as Series A convertible preferred stock, and 902,670 shares are designated as Series B convertible preferred stock. As of December 31, 2018, and 2017, respectively, there were 902,670 shares of Series B preferred stock outstanding. There were no shares of Series A preferred stock outstanding at December 31, 2018 or 2017, and no additional shares of Series A preferred stock are available to be issued. Equity Incentive Plans The Company’s 2008 Equity Incentive Plan, as amended (the “2008 Plan”), was approved by the Company’s Board and stockholders on August 25, 2008. The 2008 Plan provided for grants for the purchase of up to an aggregate 9,000,000 shares, including incentive and non-qualified stock options, restricted and unrestricted stock, loans and grants, and performance awards. As of December 31, 2018, there are 0 shares available for issuance under the 2008 Plan. On July 11, 2016, the Board of Directors adopted the 2016 Stock Option Plan (the “2016 Plan”), which was approved by the Company’s shareholders on September 28, 2017. Under the 2016 Plan, 1,224,308 shares of common stock of the Company were authorized for issuance, with an automatic annual increase on January 1 of each year equal to 2.5% of the total number of shares of common stock outstanding on such date, on a fully diluted basis. During the years ended December 31, 2018 and 2017, options for the exercise of 1,500,000 and 1,395,000 shares were granted under the 2016 plan, and as of December 31, 2018, there are 0 shares available for issuance under the 2016 Plan. 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 1,500,000 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 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 September 20, 2018, the Company granted options for the purchase of 1,500,000 shares of common stock under the 2018 Plan (see Stock Options, below) such that 0 shares were available to be issued under the 2018 Plan as of December 31, 2018. On January 1, 2019, the number of shares available under the plan was automatically increased by 1,394,131 shares, and on January 31, 2019, 1,350,000 options were granted under the 2018 Plan, such that a total of 44,131 shares are currently available to be issued under the 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 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 GG, and the Board of Directors of GG 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 GG’s common stock, including incentive and non-qualified stock options, restricted stock, performance awards and other stock-based awards. On December 18, 2018, the Company granted options for the purchase of 6,495,000 shares of GG’s common stock. As of December 31, 2018, there are 1,505,000 shares of GG’s common stock available to be issued under the 2018 Gaucho Plan. Series B Preferred Stock On February 28, 2017, the Company filed a Certificate of Designation with the Secretary of State of the state of Delaware, designating 902,670 shares of the Company’s preferred stock as Series B Convertible Preferred Stock (“Series B”) at a par value of $0.01 per share. The Series B shares were offered for sale to accredited investors pursuant to a private placement memorandum dated March 1, 2017. The offering ended on December 4, 2017. During the year ended December 31, 2017, the Company sold 775,931 shares of Series B at $10.00 per share for gross proceeds of $7,759,500 and issued 126,739 shares of Series B in connection with the conversion of certain convertible promissory notes (see Note 12 – Convertible Debt Obligations). The Series B stockholders are entitled to cumulative cash dividends at an annual rate of 8% of the Series B liquidation value (equal to face value of $10 per share), as defined, payable when, as and if declared by the Board of Directors. Cumulative dividends earned by the Series B stockholders were $724,108 and $345,079 during the years ended December 31, 2018 and 2017, respectively. During 2018, the Company’s Board of Directors declared dividends in the amount of $474,719. During 2018, the Company issued 378,193 shares of common stock valued at $0.70 per share, or $264,272, in satisfaction of certain dividends payable and paid cash dividends of $127,502. Dividends payable of $85,945 are included in the current portion of other liabilities at December 31, 2018. Cumulative unpaid dividends in arrears related to the Series B totaled $546,355 and $284,564 as of December 31, 2018 and 2017, respectively. Each share of Series B stock is entitled the number of votes determined by dividing $10 by the fair market value of the Company’s common stock on the date that the Series B shares were issued, up to a maximum of ten votes per share of Series B stock. Each Series B share is convertible at the option of the holder into 10 shares of the Company’s common stock and is automatically converted into common stock upon the uplisting of the Company’s common stock to a national securities exchange. On the second anniversary of the December 4, 2017 termination of the Series B offering, if the Series B has not previously automatically converted to common stock upon the uplisting of the Company’s common stock to a national exchange, the Company will redeem all then-outstanding Series B shares at a price equal to the liquidation value of $10 per share, plus all unpaid accrued and accumulated dividends. As a result of this redemption feature and the fact that the Series B shares contain a substantive conversion option, the Series B shares are classified as temporary equity. Common Stock On January 7, 2017, the Company issued 25,000 shares of common stock at $2.00 per share for gross cash proceeds of $50,000 and paid $5,000 of placement agent fees and issued warrants to purchase 2,500 shares of common stock at an exercise price of $2.00 per share related to this transaction. On or about January 17, 2017, at the request of the investor, the Company cancelled 2,500 shares of its common stock previously issued to one accredited investor and refunded the investor the full purchase price of the securities, which was $5,000. Warrants to purchase 250 shares of common stock and commissions in the amount of $500 were returned by DPEC Capital, Inc. to the Company. On March 31, 2017, the Company issued 67,770 shares of common stock at $1.09 per share to settle its 2016 obligation, (an aggregate of $73,868) representing the Company’s 401(k) matching contributions to the Company’s 401(k) profit-sharing plan. On July 1, 2017, the Company issued 62,270 shares of its common stock valued in the aggregate at $124,539 to refund a real estate lot sale deposit in the amount of $82,500, which had been recorded as deferred revenue, and recorded $42,039 of interest expense related to this transaction. During March 2018, the Company issued 116,284 shares of common stock at $0.70 per share to settle its 2017 obligation, (an aggregate of $81,399) representing the Company’s 401(k) matching contributions to the Company’s 401(k) profit-sharing plan. During the year ended December 31, 2018, the Company sold 1,890,993 shares of common stock at $0.70 per share for aggregate proceeds of $1,323,695. During the year ended December 31, 2018, the Company issued 378,193 shares of common stock in satisfaction of preferred stock dividends (see Series B Preferred Stock, above), and 1,285,517 shares of common stock in satisfaction of convertible debt obligations (see Note 12 – Convertible Debt Obligations). Treasury Stock On May 19, 2018, a former employee transferred 46,122 shares of the Company’s common stock to the Company, as payment of a $32,285 receivable from the former employee. Accumulated Other Comprehensive Loss For years ended December 31, 2018 and 2017, the Company recorded $2,314,409 and $336,568, respectively, of foreign currency translation adjustments as accumulated other comprehensive income (loss), primarily related to fluctuations in the Argentine peso to United States dollar exchange rates (see Note 3 – Summary of Significant Accounting Policies, Highly Inflationary Status in Argentina). Warrants On January 7, 2017, in connection with the sale of its equity securities, the Company issued five-year warrants to its subsidiary, DPEC Capital who acted as placement agent, for the purchase of 2,500 shares of its common stock at $2.00 per share. On January 17, 2017, due to the refund to an investor, warrants to purchase 250 shares of common stock and commissions in the amount of $500 were returned by DPEC Capital, Inc. to the Company. CAP, in turn, awarded such warrants to its registered representatives and recorded $1,105 of stock-based compensation for the year ended December 31, 2017, within discontinued operations in the accompanying statement of operations (see Note 4 – Discontinued Operations). No warrants were granted during the year ended December 31, 2018. Warrants granted during the year ended December 31, 2017 had a weighted average grant date value of $0.52, valued using the Black-Scholes pricing model, with the following assumptions: Risk free interest rate 1.92 % Expected term (years) 5.00 Expected volatility 44.0 % Expected dividends 0.0 % Forfeiture rate 5.0 % The expected term of warrants represents the contractual term of the warrant. Given that the Company’s shares were not publicly traded through September 23, 2016, the Company developed an expected volatility based on a review of the historical volatilities, over a period of time equivalent to the contractual term of the warrant, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the contractual term of the warrants. A summary of warrants activity during the years ended December 31, 2018 and 2017 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2016 1,901,480 $ 2.20 Issued 2,250 2.00 Exercised - - Cancelled (438,434 ) 2.30 Outstanding, December 31, 2017 1,465,296 2.17 Issued - Exercised - Cancelled (235,666 ) 2.30 Outstanding, December 31, 2018 1,229,630 $ 2.15 1.9 $ - Exercisable, December 31, 2018 1,229,630 $ 2.15 1.9 $ - A summary of outstanding and exercisable warrants as of December 31, 2018 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 2.00 Common Stock 741,879 2.0 741,879 $ 2.30 Common Stock 299,444 0.5 299,444 $ 2.50 Common Stock 188,307 2.2 188,307 Total 1,229,630 1,229,630 Stock Options On November 17, 2017, the Company granted five-year options for the purchase of 1,395,000 shares of the Company’s common stock under the 2016 Plan, of which options for the purchase of an aggregate of 940,000 shares of common stock were granted to certain employees of the Company, options for the purchase of an aggregate of 100,000 shares of common stock were granted to two members of the Board of Directors, and options for the purchase 355,000 shares of common stock were granted to Company consultants. The options had an exercise price of $1.10 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $452,120, of which options granted to employees and members of the Board of Directors had a grant date fair value of $337,064, which will be recognized ratably over the vesting period, and options granted to consultants had an aggregate grant date fair value of $115,056, which was re-measured on financial reporting dates and vesting dates using the Black Scholes model. Upon the adoption of the ASU 2018-07 on July 1, 2018, the Company remeasured the fair value of all outstanding stock options that had been granted to non-employees. Pursuant to ASU 2018-07, existing stock options granted to non-employees will no longer be revalued. On February 12, 2018, the Company granted five-year options for the purchase of 1,330,000 shares of the Company’s common stock under the 2016 Plan, to certain employees of the Company. The options had an exercise price of $0.77 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $623,011, which will be recognized ratably over the vesting period. On September 20, 2018, the Company granted five-year options for the purchase of 1,500,000 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 1,350,000 shares of the Company’s common stock were granted to certain employees of the Company and options for the purchase of 150,000 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $0.539 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $253,023, which will be recognized ratably over the vesting period. The Company has computed the fair value of options granted using the Black-Scholes option pricing model. The weighted average grant date fair value per share of options granted during the years ended December 31, 2018 and 2017 was $0.10 and $0.32, respectively. Assumptions used in applying the Black-Scholes option pricing model during years ended December 31, 2018 and 2017, respectively, are as follows: For the Years Ended December 31, 2018 2017 Risk free interest rate 2.96 % 2.06 % Expected term (years) 3.6 - 5.0 3.5-4.5 Expected volatility 43.53 % 42.30 % Expected dividends 0.00 % 0.00 % Until September 23, 2016, there was no public trading market for the shares of GGH common stock underlying the Company’s 2001 Plan and 2008 Plan and 2016 Plan. Accordingly, the fair value of the GGH common stock was estimated by management based on observations of the cash sales prices of GGH equity securities. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term of options granted to consultants represents the contractual term, whereas the expected term of options granted to employees and directors was estimated based upon the “simplified” method for “plain-vanilla” options. Given that the Company’s shares were not publicly traded, the Company developed an expected volatility based on a review of the historical volatilities, over a period of time equivalent to the expected term of the options, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the options. The Company estimated forfeitures related to options at an annual rate of 5% for options outstanding at December 31, 2018. There were 2,830,000 and 1,395,000 stock options granted during the years ended December 31, 2018 and 2017, respectively. During the years ended December 31, 2018 and 2017, the Company recorded stock-based compensation expense of $716,249 and $622,802, respectively, related to stock option grants, which is reflected as general and administrative expenses (classified in the same manner as the grantees’ wage compensation) in the consolidated statements of operations. As of December 31, 2018, there was $1,049,807 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.78 years. A summary of options activity during the years ended December 31, 2018 and 2017 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2016 8,024,265 2.39 Granted 1,395,000 1.10 Exercised - - Expired (75,000 ) 3.85 Forfeited (110,000 ) 2.39 Outstanding, December 31, 2017 9,234,265 2.18 Granted 2,830,000 0.65 Exercised - - Expired (2,505,000 ) 2.49 Forfeited (60,000 ) 1.62 Outstanding, December 31, 2018 9,499,265 $ 1.65 2.5 $ - Exercisable, December 31, 2018 5,232,035 $ 2.25 1.3 $ - The following table presents information related to stock options as of December 31, 2018: Options Outstanding Options Exercisable Exercise Outstanding Weighted Exercisable $ 0.54 1,500,000 - 0 $ 0.77 1,320,000 - 0 $ 1.10 1,370,000 3.9 342,500 $ 2.20 3,071,890 1.5 2,679,160 $ 2.48 2,237,375 0.7 2,210,375 9,499,265 1.3 5,232,035 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 12. LEASES The Company leases one corporate office through an operating lease agreement. The Company has an obligation for its corporate office located in New York, New York, through 2020. As of June 30, 2019, the lease had a remaining term of approximately 1.2 years. Over the duration of the lease, payments will escalate 3% every year. As of June 30, 2019, the Company had no leases that were classified as a financing lease. As of June 30, 2019, the Company did not have additional operating and financing leases that have not yet commenced. Total operating lease expenses for the three and six months ended June 30, 2019 were $57,816 and $115,633, respectively, and is recorded in general and administrative expenses on the condensed consolidated statements of operations. Total rent expense for the three and six months ended June 30, 2018 was $77,548 and $133,386, respectively, and is recorded in general and administrative expenses on the condensed consolidated statements of operations. Supplemental cash flow information related to leases was as follows: Three Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 118,998 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 361,020 Weighted Average Remaining Lease Term: Operating leases 1.17 years Weighted Average Discount Rate: Operating leases 8.0 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. After consulting legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. | 17. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. The Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. Employment Agreement On September 28, 2015, we entered into an 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. On September 20, 2018, the Board of Directors extended the Employment Agreement on the same terms for a period of 120 days. On January 31, 2019, the Board of Directors of the Company extended Scott Mathis’ employment agreement through April 30, 2019. All other terms of the Employment Agreement remain the same. Importer Agreement The Company entered into an agreement (the “Importer Agreement”) with an importer (the “Importer”) effective June 1, 2016, pursuant to which the Company has engaged the Importer as its sole and exclusive importer, distributor and marketing agent of wine in the United States for certain minimum sales quantities at prices mutually agreed upon by the Company and the Importer. The Importer Agreement terminates on December 31, 2020 and is automatically renewable for an indefinite number of successive three-year terms, unless terminated by the Company or the Importer for cause, as defined in the Importer Agreement. Lease Commitments The Company leases office space in New York City under an operating lease (as amended) which expires on August 31, 2020. Rent expense for this property was $211,271 and $192,237 for the years ended December 31, 2018 and 2017, respectively, net of expense allocation to affiliates (see Note 14 – Related Party Transactions – Expense Sharing). Future minimum payments on this operating lease are as follows: For the Years Ending December 31, Amount 2019 $ 240,376 2020 163,424 Total $ 403,800 Reverse Stock Split On December 12, 2017, the Company’s Board of Directors approved a five-for-one reverse stock split, to be effective upon the Company’s uplisting to a national stock exchange. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. SUBSEQUENT EVENTS Management has evaluated all subsequent events to determine if events or transactions occurring through the date the condensed consolidated financial statements were issued, require adjustment to or disclosure in the accompanying condensed consolidated financial statements. Warrants On July 23, 2019, pursuant to agreements with certain warrant holders, the Company canceled warrants for the purchase of 364,639 shares of common stock, with exercise prices between $2.00 and $2.50 per share, which includes warrants for the purchase of 151,383 shares of common stock held by the Company’s President and CEO. Stock Options On July 8, 2019, the Company granted options for the purchase of 3,139,890 shares of common stock at an exercise price of $0.385 per share to certain employees and consultants under the 2018 Stock Option Plan, which includes options for the purchase of 2,209,890 common shares granted to the Company’s President and CEO, options for the purchase of 155,000 common shares granted to the Company’s CFO, and options for the purchase of 150,000 shares granted to a member of the Company’s board of directors. The options vest 25% on the first anniversary of the date of grant with the remainder vesting quarterly over the next three years. On August 5, 2019, GGI granted options for the purchase of 100,000 shares of common stock of GGI at an exercise price of $0.55 per share to an advisor under GGI’s 2018 Stock Option Plan. The options vest 25% on the first anniversary of the date of grant with the remainder vesting quarterly over the next three years. Sale of Common Stock Between July 1, 2019 and August 1, 2019, the Company sold 1,571,429 shares of its common stock to accredited investors for total gross proceeds of $550,000. Foreign Currency Exchange Rates The Argentine peso to United States dollar exchange rate was 54.8307, 42.5150 and 37.5690 at August 18, 2019, June 30, 2019 and December 31, 2018, respectively. The British pound to United States dollar exchange rate was 0.8227, 0.7878 and 0.7851 at August 18, 2019, June 30, 2019 and December 31, 2018, respectively. | 18. SUBSEQUENT EVENTS Stock Options On January 31, 2019, the Board of Directors of GGH granted options to certain employees as consideration for their services to GGH, which included options to acquire 450,000 shares of common stock to GGH’s Chief Executive Officer and options to acquire 75,000 shares to GGH’s Chief Financial Officer all at an exercise price of $0.385 per share. The options vest 25% at the first anniversary of the date of grant, with the remaining 75% vesting in equal quarterly installments over the following three years. The options expire on January 31, 2024. In addition, in connection with services provided by two members of the Board of Directors of GGH, the Board also granted options to acquire 50,000 shares of common stock of the Company at an exercise price of $0.385 per share. The options vest 25% at the first anniversary of the date of grant, with the remaining 75% vesting in equal quarterly installments over the following three years. The options expire on January 31, 2024. Gaucho Notes In January 2019, management of GG gave the option to the noteholders of extending the maturity date from December 31, 2018 to March 31, 2019 of their specific convertible promissory notes. All of the noteholders retain their right, but not the obligation, to convert the principal amount of the note plus accrued interest into GG common stock at a 20% discount to the share price in a future offering of common stock by GG. As of February 11, 2019, all noteholders representing have agreed to the extension of the maturity date on their convertible notes, except for noteholders holding notes in the amount of $10,500 which have matured. Between January 1, 2019 and March 4, 2019, GG has sold convertible promissory notes in the total amount of $751,000 to accredited investors. The maturity date of the notes is March 31, 2019, and at the option of the holder, the principal amount of the note plus accrued interest can be converted into GG common stock at a 20% discount to the share price in a future offering of common stock by GG. On March 13, 2019, the Company issued 181,185 shares of common stock at $0.35 per share to employees for the year ended December 31, 2018 of the 401(k) profit sharing plan. Common Stock Between February 8, 2019 and March 27, 2019, GGH sold a total of 2,527,857 shares of its common stock to accredited investors for total gross proceeds of $884,750. Management has evaluated all subsequent events to determine if events or transactions occurring through the date that the consolidated financial statements were issued, require adjustment to or disclosure in the consolidated financial statements. Foreign Currency Exchange Rates The Argentine Peso to United States Dollar exchange rate was 43.370, 37.569 and 18.593 at March 31, 2019, December 31, 2018 and December 31, 2017, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2019, and for the three and six months ended June 30, 2019 and 2018. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019. The unaudited condensed consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited consolidated financial statements. | |
Principles of Consolidation | 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. | |
Use of Estimates | Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets. | 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 equity instruments, the useful lives of property and equipment and reserves associated with the realizability of certain assets. |
Discontinued Operations | Discontinued Operations The Company accounted for its decision to close down its broker-dealer subsidiary, CAP, as discontinued operations in accordance with the guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” and ASC Topic 205, “Presentation of Financial Statements,” which require that a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results shall be reported in the financial statements as discontinued operations. Accordingly, the results of operations for CAP during the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. There were no assets or liabilities of discontinued operations as of December 31, 2018 or 2017. | |
Segment Information | Segment Information The Financial Accounting Standards Board (“FASB”) has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GGI is not yet fully operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment. | Segment Information The FASB has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. Since GG is not yet operational, the Company currently operates in one segment which is the business of real estate development in Argentina. The Company’s chief operating decision-maker reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment. |
Highly Inflationary Status in Argentina | Highly Inflationary Status in Argentina The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. 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 inflation accounting) were translated using the Argentina Peso 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 at 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 three and six months ended June 30, 2019, respectively, the Company recorded a $(15,189) and $32,334 (loss) gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries. | Highly Inflationary Status in Argentina The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in loss on foreign currency translation on the accompanying statements of operations. During the year ended December 31, 2018, the Company recorded a $187,660 gain on foreign currency translation as a result of the net monetary liability position of its Argentine subsidiaries. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the three and six months ended June 30, 2019, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of stockholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. | Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries for the six-month period from July 1, 2018 through December 31, 2018, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive income (loss), a component of shareholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income 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 income (loss) to include foreign currency translation adjustments. | |
Accounts Receivable | Accounts Receivable Accounts receivable primarily represent receivables from hotel guests who occupy rooms and wine sales to commercial customers. The Company provides an allowance for doubtful accounts when it determines that it is more likely than not a specific account will not be collected. The allowance for doubtful accounts was $1,681 and $3,421, as of December 31, 2018 and 2017, respectively. Bad debt expense for the years ended December 31, 2018 and 2017 was $367 and $127,087, respectively. Write-offs of accounts receivable for the years ended December 31, 2018 and 2017 were $422 and $2,913, respectively. | |
Inventory | Inventory Inventories are comprised primarily of vineyard in process, wine in process, finished wine, plus food and beverage items 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. Vineyard in process represents the monthly 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. 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 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. Reductions to the carrying value of inventories are recorded in cost of sales. 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 reduced, resulting in additional expense and reduced profitability. During the year ended December 31, 2017, the Company recorded approximately $61,000 of inventory write downs as a result of hailstorms that occurred during the year, which is included in the cost of sales in the accompanying consolidated statement of operations. | |
Property and Equipment | Property and Equipment Property 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: Buildings 10 - 30 years Furniture and fixtures 3 - 10 years Vineyards 7 - 20 years Machinery and equipment 3 - 20 years Leasehold improvements 3 - 5 years Computer hardware and software 3 - 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. | |
Real Estate Lots Held for Sale | 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, 2018 or 2017. | |
Convertible Debt | Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of notes which are convertible at a price that is below the market value of the Company’s stock when the note is issued. The intrinsic value of the BCF is recorded as debt discount which is amortized to interest expense over the life of the respective note using the effective interest method. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. | |
Stock-based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on financial reporting dates and vesting dates until the service period is complete. 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. | |
Concentrations | Concentrations The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Argentina bank accounts. There were aggregate uninsured cash balances of approximately $113,500 and $48,900, at June 30, 2019 and December 31, 2018, respectively, of which approximately $51,900 and $48,900, respectively, represents cash held in Argentine bank accounts. | 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 $48,929 and $146,952 at December 31, 2018 and 2017, respectively, of which $48,929 and $102,866, respectively, represents cash held in Argentine bank accounts. |
Foreign Operations | Foreign Operations The following summarizes key financial metrics associated with the Company’s continuing operations (these financial metrics are immaterial for the Company’s operations in the United Kingdom): As of December 31, 2018 2017 Assets - Argentina $ 5,151,626 $ 6,781,285 Assets - U.S. 495,865 1,563,521 Total Assets $ 5,647,491 $ 8,344,806 Liabilities - Argentina $ 4,440,345 $ 3,743,164 Liabilities - U.S. 2,277,569 595,138 Total Liabilities $ 6,717,914 $ 4,338,302 For the Years Ended December 31, 2018 2017 Revenues - Argentina $ 3,099,608 $ 1,665,568 Revenues - U.S. - 151,734 Total Revenues from Continuing Operations $ 3,099,608 $ 1,817,302 Net Income (loss) - Argentina $ (499,101 ) $ (2,212,286 ) Net loss - U.S. (5,179,317 ) (5,594,475 ) Total Net Loss from Continuing Operations $ (5,678,418 ) $ (7,806,761 ) | |
Impairment of Long-Lived Assets | Impairment 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. There were no impairments of long-lived assets for the years ended December 31, 2018 and 2017. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the revenue recognized in the Company’s condensed consolidated statements of operations: For The Three Months For The Six Months June 30, June 30, 2019 2018 2019 2018 Real estate sales $ - $ 77,182 $ - $ 877,036 Hotel room and events 107,736 164,011 367,356 387,579 Restaurants 31,858 66,173 97,781 156,270 Winemaking 12,338 87,775 102,880 227,171 Golf, tennis and other [1] 116,801 1,251 141,211 26,259 $ 268,733 $ 396,392 $ 709,228 $ 1,674,315 [1] During the three and six months ended June 30, 2019, the Company recognized $94,207 of agricultural revenues resulting from the sale of grapes. Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services. During the three and six months ended June 30, 2019 the Company did not recognize revenues related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the three and six months ended June 30, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance. As of June 30, 2019 and December 31, 2018, the Company had deferred revenue of $818,542 and $995,327, respectively, associated with real estate lot sale deposits, $31,230 and $0, respectively, related to advance deposits for wine barrel and agricultural products and had $53,989 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the condensed consolidated statements of operations. | Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 for all applicable contracts using the modified retrospective method, requires a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, and other related services. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the revenue recognized in the Company’s consolidated statements of operations: For the Years Ended December 31, 2018 2017 Real estate sales $ 1,467,714 $ - Hotel rooms and events 882,213 850,645 Restaurants 277,652 314,822 Winemaking 315,741 471,374 Golf, tennis and other 156,288 180,461 Total revenues $ 3,099,608 $ 1,817,302 Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. Revenue from the sale of food, wine and agricultural products is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services. During the year ended December 31, 2018 the Company recognized approximately $1,146,017 of revenue related to the sale of real estate lots which was included in deferred revenues as of December 31, 2017. For the year ended December 31, 2018, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance. As of December 31, 2018 and 2017, the Company had deferred revenue of $995,327 and $1,685,725, respectively, associated with real estate lot sale deposits, and had $43,165 and $46,939, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. The Company additionally establishes a valuation allowance to reflect the likelihood of realization of deferred tax assets. | |
Net Loss Per Common Share | 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: June 30, 2019 2018 Options 7,409,375 7,973,593 Warrants 992,166 1,376,875 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt - 1,987,070 Total potentially dilutive shares 17,428,241 20,364,238 | Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2018 2017 Options 9,499,265 9,234,265 Warrants 1,229,630 1,465,296 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt (1) 4,631,356 - Total potentially dilutive shares 24,386,951 19,726,261 (1) |
Operating Leases | Operating Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available. The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation for the six months ended June 2019. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of $361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact on the Company’s results of operations or cash flows in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required. | |
Non-Controlling Interest | Non-Controlling Interest As a result of the conversion of certain convertible debt into shares of GGI common stock, GGI investors obtained a 21% ownership interest in GGI, which is recorded as a non-controlling interest. The profits and losses of GGI are allocated between the controlling interest and the non-controlling interest in the same proportions as their membership interest. (See Note 8 – Debt Obligations) | |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2018 and 2017 was $156,006 and $151,749, respectively. | |
New Accounting Pronouncements | New Accounting Pronouncements In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. The effective date of those amendments is for fiscal years beginning after December 15, 2019. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited condensed consolidated financial statements and financial statement disclosures. | New Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 — Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 was revised in July 2015 to be effective for interim periods beginning on or after December 15, 2017 and should be applied on a transitional basis either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. In 2016, FASB issued additional ASUs that clarify the implementation guidance on principal versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections (ASU 2016-20). These new standards became effective for on January 1, 2018 and were adopted using the modified retrospective method. The adoption of ASC Topic 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 effective January 1, 2019 and its adoption will have a material impact on the Company’s consolidated financial statements, primarily as the result of recording right-of-use assets and obligations for current operating leases. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230)” which provides guidance on the presentation and classification of certain cash receipts and cash payments in the statement of cash flows in order to reduce diversity in practice. The ASU is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. The adoption of ASU 2016-15 did not have a material effect on the Company’s consolidated financial statements and related disclosures. On February 22, 2017, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20)”, which requires that all entities account for the derecognition of a business in accordance with ASC 810, including instances in which the business is considered in substance real estate. The ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2017. The adoption of the provisions of ASU 2017-05 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting”. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures. On June 20, 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of ASC 718, Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company elected to early adopt ASU 2018-07 on July 1, 2018. The results of applying ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company adopted ASU 2018-09 effective January 1, 2019. The ASU 2018-09 will not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the timing and impact of adopting the updated provisions. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of Plant and Equipment, Useful Life | The estimated useful lives of property and equipment are as follows: Buildings 10 - 30 years Furniture and fixtures 3 - 10 years Vineyards 7 - 20 years Machinery and equipment 3 - 20 years Leasehold improvements 3 - 5 years Computer hardware and software 3 - 5 years | |
Schedule of Long-lived Assets by Geographic Areas | As of December 31, 2018 2017 Assets - Argentina $ 5,151,626 $ 6,781,285 Assets - U.S. 495,865 1,563,521 Total Assets $ 5,647,491 $ 8,344,806 Liabilities - Argentina $ 4,440,345 $ 3,743,164 Liabilities - U.S. 2,277,569 595,138 Total Liabilities $ 6,717,914 $ 4,338,302 | |
Schedule of Revenue from External Customers by Geographic Areas | For the Years Ended December 31, 2018 2017 Revenues - Argentina $ 3,099,608 $ 1,665,568 Revenues - U.S. - 151,734 Total Revenues from Continuing Operations $ 3,099,608 $ 1,817,302 Net Income (loss) - Argentina $ (499,101 ) $ (2,212,286 ) Net loss - U.S. (5,179,317 ) (5,594,475 ) Total Net Loss from Continuing Operations $ (5,678,418 ) $ (7,806,761 ) | |
Schedule of Revenue Recognized Multiple-Deliverable Arrangements | The following table summarizes the revenue recognized in the Company’s condensed consolidated statements of operations: For The Three Months For The Six Months June 30, June 30, 2019 2018 2019 2018 Real estate sales $ - $ 77,182 $ - $ 877,036 Hotel room and events 107,736 164,011 367,356 387,579 Restaurants 31,858 66,173 97,781 156,270 Winemaking 12,338 87,775 102,880 227,171 Golf, tennis and other [1] 116,801 1,251 141,211 26,259 $ 268,733 $ 396,392 $ 709,228 $ 1,674,315 [1] During the three and six months ended June 30, 2019, the Company recognized $94,207 of agricultural revenues resulting from the sale of grapes. | The following table summarizes the revenue recognized in the Company’s consolidated statements of operations: For the Years Ended December 31, 2018 2017 Real estate sales $ 1,467,714 $ - Hotel rooms and events 882,213 850,645 Restaurants 277,652 314,822 Winemaking 315,741 471,374 Golf, tennis and other 156,288 180,461 Total revenues $ 3,099,608 $ 1,817,302 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: June 30, 2019 2018 Options 7,409,375 7,973,593 Warrants 992,166 1,376,875 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt - 1,987,070 Total potentially dilutive shares 17,428,241 20,364,238 | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2018 2017 Options 9,499,265 9,234,265 Warrants 1,229,630 1,465,296 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt (1) 4,631,356 - Total potentially dilutive shares 24,386,951 19,726,261 (1) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Operating Results of Discontinued Operations | Summarized operating results of discontinued operations are presented in the following table: For the Year Ended December 31, 2017 Revenues $ - Gross profit - Operating expenses (105,772 ) Interest income, net 21 Loss from discontinued operations $ (105,751 ) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Inventory at March 31, 2019 and December 31, 2018 is comprised of the following: June 30, 2019 December 31, 2018 Vineyard in process $ 80,949 $ 232,436 Wine in process 832,720 747,862 Finished wine 50,394 11,003 Clothing and accessories 219,026 - Other 46,922 42,594 $ 1,230,011 $ 1,033,895 | Inventory at December 31, 2018 and 2017 is comprised of the following: December 31, 2018 2017 Vineyard in process $ 232,436 $ 349,458 Wine in process 747,862 865,762 Finished wine 11,003 63,964 Other 42,594 109,482 Total $ 1,033,895 $ 1,388,666 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following: December 31, 2018 2017 Buildings $ 1,971,057 $ 2,793,972 Real estate development 606,757 1,057,002 Land 502,949 881,035 Furniture and fixtures 337,048 448,432 Vineyards 200,217 308,204 Machinery and equipment 492,205 617,907 Leasehold improvements 164,375 164,375 Computer hardware and software 216,082 161,788 4,490,690 6,432,715 Less: Accumulated depreciation and amortization (1,518,326 ) (1,899,825 ) Property and equipment, net $ 2,972,364 $ 4,532,890 |
Investments and Fair Value of_2
Investments and Fair Value of Financial Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Investments in and Advances to Affiliates | As of June 30, 2019 Level 1 Level 2 Level 3 Total Warrants- Affiliates $ 6,067 $ 6,067 As of December 31, 2018 Level 1 Level 2 Level 3 Total Warrants- Affiliates $ - $ - $ 7,840 $ 7,840 | Investments – Related Parties at Fair Value: As of December 31, 2018 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 7,840 $ 7,840 As of December 31, 2017 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 26,401 $ 26,401 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of Level 3 assets is as follows: Warrants Balance - December 31, 2018 $ 7,840 Unrealized loss (1,773 ) Balance - June 30, 2019 $ 6,067 | A reconciliation of Level 3 assets is as follows: Warrants Balance - December 31, 2016 $ 42,688 Unrealized loss (16,287 ) Balance - December 31, 2017 26,401 Unrealized loss (18,561 ) Balance - December 31, 2018 $ 7,840 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: June 30, 2019 December 31, 2018 Accrued compensation and payroll taxes $ 112,207 $ 149,019 Accrued taxes payable - Argentina 296,316 292,535 Accrued interest 433,445 404,239 Other accrued expenses 345,146 339,574 Accrued expenses, current 1,187,114 1,185,367 Accrued payroll tax obligations, non-current 104,121 57,786 Total accrued expenses $ 1,291,235 $ 1,243,153 | Accrued expenses are comprised of the following: December 31, 2018 2017 Accrued compensation and payroll taxes $ 149,019 $ 463,604 Accrued taxes payable - Argentina 292,535 63,550 Accrued interest 404,239 255,481 Other accrued expenses 339,574 217,886 Accrued expenses, current 1,185,367 1,000,521 Accrued payroll tax obligations, non-current 57,786 247,515 Total accrued expenses $ 1,243,153 $ 1,248,036 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenues | Deferred revenues are comprised of the following: December 31, 2018 2017 Real estate lot sales deposits $ 995,327 $ 1,685,725 Other 43,165 46,939 Total $ 1,038,492 $ 1,732,664 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of Future Minimum Principal Payments of Loans Payable | Future minimum principal payments under the loans payable are as follows: Total Years ending December 31, Payment 2019 893,995 2020 150,000 2021 100,000 2022 - 2023 - $ 1,143,995 | |
Schedule of Loans Payable | The Company’s loans payable are summarized below: June 30, 2019 December 31, 2018 Gross Principal Amount Debt Discount Loans Payable, Gross Principal Amount Debt Discount Loans Payable, Demand Loan $ 9,408 $ - $ 9,408 $ 10,647 $ - $ 10,647 2018 Loan 417,604 - 417,604 464,739 - 464,739 2017 Loan 126,215 - 126,215 168,609 - 168,609 Land Loan 491,000 (23,362 ) 467,638 500,000 (38,098 ) 461,902 Total Loans Payable 1,044,226 (23,362 ) 1,020,864 1,143,995 (38,098 ) 1,105,897 Less: current portion 844,227 (19,686 ) 824,541 893,995 (22,889 ) 871,106 Loans Payable, non-current $ 199,999 $ (3,676 ) $ 196,323 $ 250,000 $ (15,209 ) $ 234,791 | The Company’s loans payable are summarized below: December 31, 2018 December 31, 2017 Gross Debt Discount Loans Gross Debt Discount Loans Payable, Demand Loan $ 10,647 $ - $ 10,647 $ - $ - $ - 2018 Loan 464,739 - 464,739 - - - 2017 Loan 168,609 - 168,609 412,047 - 412,047 Land Loan 500,000 (38,098 ) 461,902 550,000 (70,393 ) 479,607 Total Loans Payable 1,143,995 (38,098 ) 1,105,897 962,047 (70,393 ) 891,654 Less: current portion 893,995 (22,889 ) 871,106 287,838 (31,114 ) 256,724 Loans Payable, non-current $ 250,000 $ (15,209 ) $ 234,791 $ 674,209 $ (39,279 ) $ 634,930 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt Obligations | The Company’s debt obligations are summarized below: June 30, 2019 December 31, 2018 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 293,459 $ 293,459 $ - $ 279,735 $ 279,735 2017 Notes 1,170,354 120,216 1,290,570 1,251,854 75,013 1,326,867 Gaucho Notes 150,000 1,987 151,987 1,480,800 18,787 1,499,587 Total Debt Obligations $ 1,320,354 $ 415,662 $ 1,736,016 $ 2,732,654 $ 373,535 $ 3,106,189 [1] Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets (see Note 6 – Accrued Expenses). | Company’s debt obligations as of December 31, 2018 and 2017 are summarized below: December 31, 2018 December 31, 2017 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 279,735 $ 279,735 $ - $ 255,481 $ 255,481 Convertible Notes 1,251,854 75,013 1,326,867 20,000 - 20,000 Gaucho Notes 1,480,800 18,787 1,499,587 - - - Total Debt Obligations $ 2,732,654 $ 373,535 $ 3,106,189 $ 20,000 $ 255,481 $ 275,481 [1] Accrued interest is included as a component of accrued expenses on the consolidated balance sheets. (See Note 9 – Accrued Expenses) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | United States and international components of income before income taxes were as follows: For the Years Ended December 31, 2018 2017 United States $ (5,171,150 ) $ (5,654,598 ) International (507,269 ) (2,257,914 ) Income before income taxes $ (5,678,419 ) $ (7,912,512 ) |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision (benefit) consisted of the following: For the Years Ended December 31, 2018 2017 Federal Current $ - $ - Deferred (979,625 ) 5,378,411 State and local Current - - Deferred 1,839,145 (2,099,305 ) Foreign Current - - Deferred 1,590 19,576 861,109 3,298,682 Change in valuation allowance (861,109 ) (3,298,682 ) Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2018 and 2017, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual tax expense (benefit) as follows: For the Years Ended December 31, 2018 2017 U.S. federal statutory rate (21.0 )% (34.0 )% State taxes, net of federal benefit (3.1 )% (11.0 )% Permanent differences 0.7 % 1.8 % Write-off of deferred tax asset 3.9 % 1.6 % Change in tax rates 0.0 % 86.0 % Prior period adjustments 33.4 % (3.0 )% Other 1.3 % 0.3 % Change in valuation allowance (15.2 )% (41.7 )% Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | As of December 31, 2018 and 2017, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: For the Years Ended December 31, 2018 2017 Net operating loss $ 18,734,230 $ 19,315,973 Stock based compensation 1,120,521 1,381,564 Argentine tax credits 433,407 439,541 Accruals and other 4,991 5,708 Receivable allowances 415,662 428,814 Total deferred tax assets 20,708,810 21,571,600 Valuation allowance (20,701,515 ) (21,562,624 ) Deferred tax assets, net of valuation allowance 7,295 8,976 Excess of book over tax basis of warrants (7,295 ) (8,976 ) Net deferred tax assets $ - $ - |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Deficiency (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Schedule of Fair Value Assumption of Warrants | Warrants granted during the year ended December 31, 2017 had a weighted average grant date value of $0.52, valued using the Black-Scholes pricing model, with the following assumptions: Risk free interest rate 1.92 % Expected term (years) 5.00 Expected volatility 44.0 % Expected dividends 0.0 % Forfeiture rate 5.0 % | |
Summary of Warrants Activity | A summary of warrants activity during the six months ended June 30, 2019 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2018 1,229,630 2.15 Issued Exercised Cancelled (237,464 ) 2.30 Outstanding, June 30, 2019 992,166 $ 2.11 1.5 $ - Exercisable, June 30, 2019 992,166 $ 2.11 1.5 $ - | A summary of warrants activity during the years ended December 31, 2018 and 2017 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2016 1,901,480 $ 2.20 Issued 2,250 2.00 Exercised - - Cancelled (438,434 ) 2.30 Outstanding, December 31, 2017 1,465,296 2.17 Issued - Exercised - Cancelled (235,666 ) 2.30 Outstanding, December 31, 2018 1,229,630 $ 2.15 1.9 $ - Exercisable, December 31, 2018 1,229,630 $ 2.15 1.9 $ - |
Schedule of Share-based Compensation, Equity Instruments Other Than Options, by Exercise Price Range | A summary of outstanding and exercisable warrants as of June 30, 2019 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 2.00 Common Stock 741,879 1.5 741,879 $ 2.30 Common Stock 61,980 0.5 61,980 $ 2.50 Common Stock 188,307 1.7 188,307 Total 992,166 992,166 | A summary of outstanding and exercisable warrants as of December 31, 2018 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 2.00 Common Stock 741,879 2.0 741,879 $ 2.30 Common Stock 299,444 0.5 299,444 $ 2.50 Common Stock 188,307 2.2 188,307 Total 1,229,630 1,229,630 |
Schedule of Fair Value Assumptions of Stock Option | The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Assumptions used in applying the Black-Scholes option pricing model during the six months ended June 30, 2019 are as follows: For the Three Months Ended June 30, 2019 2018 Risk free interest rate 2.43 % 2.56 % Expected term (years) 3.6-5.0 5.0 Expected volatility 52 % 43.50 % Expected dividends 0.00 % 0.00 % | Assumptions used in applying the Black-Scholes option pricing model during years ended December 31, 2018 and 2017, respectively, are as follows: For the Years Ended December 31, 2018 2017 Risk free interest rate 2.96 % 2.06 % Expected term (years) 3.6 - 5.0 3.5-4.5 Expected volatility 43.53 % 42.30 % Expected dividends 0.00 % 0.00 % |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of options activity during the six months ended June 30, 2019 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, December 31, 2018 9,499,265 1.65 Granted 1,350,000 0.39 Exercised - - Expired (75,000 ) 1.10 Forfeited (3,364,890 ) 2.24 Outstanding, June 30, 2019 7,409,375 $ 1.16 3.0 Exercisable, June 30, 2019 2,849,136 $ 1.93 1.5 | A summary of options activity during the years ended December 31, 2018 and 2017 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2016 8,024,265 2.39 Granted 1,395,000 1.10 Exercised - - Expired (75,000 ) 3.85 Forfeited (110,000 ) 2.39 Outstanding, December 31, 2017 9,234,265 2.18 Granted 2,830,000 0.65 Exercised - - Expired (2,505,000 ) 2.49 Forfeited (60,000 ) 1.62 Outstanding, December 31, 2018 9,499,265 $ 1.65 2.5 $ - Exercisable, December 31, 2018 5,232,035 $ 2.25 1.3 $ - |
Schedule of Share-based Compensation, Shares Outstanding Under Stock Option Plans, by Exercise Price Range | The following table presents information related to stock options at June 30, 2019: Options Outstanding Options Exercisable Exercise Price Outstanding Weighted Average Remaining Life Exercisable $ 0.39 1,350,000 - - $ 0.54 1,500,000 - - $ 0.77 1,320,000 3.63 412,501 $ 1.10 1,070,000 3.38 401,260 $ 2.20 1,242,000 1.08 1,117,000 $ 2.48 917,375 0.16 908,375 $ 3.30 10,000 0.94 10,000 7,409,375 1.48 2,849,136 | The following table presents information related to stock options as of December 31, 2018: Options Outstanding Options Exercisable Exercise Outstanding Weighted Exercisable $ 0.54 1,500,000 - 0 $ 0.77 1,320,000 - 0 $ 1.10 1,370,000 3.9 342,500 $ 2.20 3,071,890 1.5 2,679,160 $ 2.48 2,237,375 0.7 2,210,375 9,499,265 1.3 5,232,035 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flow information related to leases was as follows: Three Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 118,998 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 361,020 Weighted Average Remaining Lease Term: Operating leases 1.17 years Weighted Average Discount Rate: Operating leases 8.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments On Operating Leases | Future minimum payments on this operating lease are as follows: For the Years Ending December 31, Amount 2019 $ 240,376 2020 163,424 Total $ 403,800 |
Organization (Details Narrative
Organization (Details Narrative) | Jun. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Equity method investment, ownership percentage | 79.00% | 50.00% |
Organization (Details Narrati_2
Organization (Details Narrative) (10-K) - USD ($) | Dec. 20, 2016 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization Disclosure [Line Items] | |||
Ownership interest | 79.00% | 50.00% | |
Mercari Communications Group, Ltd [Member] | |||
Organization Disclosure [Line Items] | |||
Ownership interest | 96.50% | ||
Stock Purchase Agreement [Member] | Mercari Communications Group, Ltd [Member] | |||
Organization Disclosure [Line Items] | |||
Proceeds from sale of equity gross | $ 260,000 | ||
Proceeds from sale of equity net | $ 199,200 |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ (1,993,018) | $ (1,400,957) | $ (2,506,775) | $ (1,425,114) | $ (3,393,975) | $ (3,931,889) | $ (5,678,418) | $ (7,912,512) |
Accumulated deficit | $ (84,570,065) | (84,570,065) | (81,222,499) | (75,544,081) | ||||
Net cash used in operating activities | (3,419,542) | (3,260,371) | (4,345,933) | (8,075,299) | ||||
Proceeds from convertible debt obligations | 786,000 | 2,026,730 | 3,507,530 | 1,280,000 | ||||
Proceeds from the sale of common stock | 3,009,750 | 575,400 | 1,323,695 | 40,500 | ||||
Repayments of loan payables | 80,235 | 51,961 | 199,910 | 104,645 | ||||
Repayments of debt obligations | $ 95,500 | $ 162,500 |
Going Concern and Management'_3
Going Concern and Management's Liquidity Plans (Details Narrative) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Losses from continuing operations | $ 5,678,418 | $ 7,806,761 | ||
Net cash used in operating activities | $ 3,419,542 | $ 3,260,371 | $ 4,345,933 | $ 8,075,299 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Jul. 02, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||
Number of operating segment | Segment | 1 | 1 | |||||
Foreign currency exchange rate | 28.880 | 28.880 | 37.569 | 18.593 | |||
Gain on foreign currency translation | $ 15,189 | $ (32,334) | $ (187,660) | ||||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | ||||
Cash, uninsured amount | 113,500 | 113,500 | 48,900 | 146,952 | |||
Revenue from sale of real estate | 3,725,867 | ||||||
Deferred revenue | $ 82,500 | ||||||
ROU assets and lease liabilities | $ 361,020 | ||||||
Gaucho Group, Inc. [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Ownership interest | 21.00% | 21.00% | |||||
Hotel [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Deferred revenue | $ 53,989 | $ 53,989 | 43,165 | 46,939 | |||
Real Estate Lot Sales Deposit [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Deferred revenue | 818,542 | 818,542 | 995,327 | $ 1,685,725 | |||
Argentine Bank [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Cash held in bank | $ 51,900 | $ 51,900 | $ 48,900 | ||||
Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Cumulative inflationary rate | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Jul. 02, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||
Foreign currency exchange rate | 28.880 | 28.880 | 37.569 | 18.593 | |||
Gain on foreign currency translation | $ 15,189 | $ (32,334) | $ (187,660) | ||||
Allowance for doubtful accounts | 1,681 | 3,421 | |||||
Bad debt expense | $ (27,874) | (163,613) | 76,215 | ||||
Write-offs of accounts receivable | 422 | 2,913 | |||||
Inventory write downs | 61,000 | ||||||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | ||||
Cash, uninsured amount | 113,500 | 113,500 | 48,900 | 146,952 | |||
Revenue from sale of real estate | $ 3,725,867 | ||||||
Deferred revenue | $ 82,500 | ||||||
Number of operating segment | Segment | 1 | 1 | |||||
Advertising expense | $ 156,006 | 151,749 | |||||
Hotel [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Deferred revenue | 53,989 | $ 53,989 | 43,165 | 46,939 | |||
Real Estate Lot Sales Deposit [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Deferred revenue | $ 818,542 | $ 818,542 | 995,327 | 1,685,725 | |||
Argentine Bank [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Cash, uninsured amount held in Argentine bank accounts | 48,929 | 102,866 | |||||
Uncollectible Receivables [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Bad debt expense | $ 367 | $ 127,087 | |||||
Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Cumulative inflationary rate | 100.00% | 100.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Plant and Equipment, Useful Life (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vineyards [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Vineyards [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Hardware and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Areas (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | $ 5,647,491 | $ 8,344,806 |
Total Liabilities | 6,717,914 | 4,338,302 |
Argentine [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 5,151,626 | 6,781,285 |
Total Liabilities | 4,440,345 | 3,743,164 |
U.S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 495,865 | 1,563,521 |
Total Liabilities | $ 2,277,569 | $ 595,138 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Revenue from External Customers by Geographic Areas (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues from continuing operations | $ 268,733 | $ 396,392 | $ 709,228 | $ 1,674,315 | $ 3,099,608 | $ 1,817,302 |
Net Loss from continuing operations | (5,678,418) | (7,806,761) | ||||
Argentine [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues from continuing operations | 3,099,608 | 1,665,568 | ||||
Net Loss from continuing operations | (499,101) | (2,212,286) | ||||
U.S [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues from continuing operations | 151,734 | |||||
Net Loss from continuing operations | $ (5,179,317) | $ (5,594,475) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Revenue Recognized Multiple-Deliverable Arrangements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||
Revenues | $ 268,733 | $ 396,392 | $ 709,228 | $ 1,674,315 | $ 3,099,608 | $ 1,817,302 | ||||
Real Estate Sales [Member] | ||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||
Revenues | 77,182 | 877,036 | 1,467,714 | |||||||
Hotel Rooms and Events [Member] | ||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||
Revenues | 107,736 | 164,011 | 367,356 | 387,579 | 882,213 | 850,645 | ||||
Restaurants [Member] | ||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||
Revenues | 31,858 | 66,173 | 97,781 | 156,270 | 277,652 | 314,822 | ||||
Winemaking [Member] | ||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||
Revenues | 12,338 | 87,775 | 102,880 | 227,171 | 315,741 | 471,374 | ||||
Golf, Tennis and Other [Member] | ||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||
Revenues | $ 116,801 | [1] | $ 1,251 | [1] | $ 141,211 | [1] | $ 26,259 | [1] | $ 156,288 | $ 180,461 |
[1] | During the three and six months ended June 30, 2019, the Company recognized $94,207 of agricultural revenues resulting from the sale of grapes. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Revenue Recognized Multiple-Deliverable Arrangements (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 268,733 | $ 396,392 | $ 709,228 | $ 1,674,315 | $ 3,099,608 | $ 1,817,302 |
Agricultural Revenues [Member] | ||||||
Revenues | $ 94,207 | $ 94,207 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potentially dilutive shares | 17,428,241 | 20,364,238 | 24,386,951 | 19,726,261 | ||
Series B Convertible Preferred Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potentially dilutive shares | 9,026,700 | 9,026,700 | 9,026,700 | 9,026,700 | ||
Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potentially dilutive shares | 7,409,375 | 7,973,593 | 9,499,265 | 9,234,265 | ||
Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potentially dilutive shares | 992,166 | 1,376,875 | 1,229,630 | 1,465,296 | ||
Convertible Debt [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potentially dilutive shares | 1,987,070 | 4,631,356 | [1] | [1] | ||
[1] | At December 31, 2017, $20,000 of convertible debt was convertible into common stock at a 10% discount to the price used for the sale of the of the Company's common stock in a future private placement offering. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt converted into stock amount | $ 52,660 | $ 809,875 | $ 809,875 | $ 1,267,324 |
Private Placement Offering [Member] | ||||
Debt converted into stock amount | $ 20,000 | |||
Debt discount, percentage | 10.00% |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results of Discontinued Operations (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | ||
Gross profit | ||
Operating expenses | (105,772) | |
Interest income, net | 21 | |
Loss from discontinued operations | $ (105,751) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Vineyard in process | $ 80,949 | $ 232,436 | $ 349,458 |
Wine in process | 832,720 | 747,862 | 865,762 |
Finished wine | 50,394 | 11,003 | 63,964 |
Clothing and accessories | 219,026 | ||
Other | 46,922 | 42,594 | 109,482 |
Total | $ 1,230,011 | $ 1,033,895 | $ 1,388,666 |
Property and Equipment (Details
Property and Equipment (Details Narrative) (10-K) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)Lots | Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization of property and equipment | $ 197,729 | $ 286,695 | ||||
Depreciation, depletion and amortization | $ 62,579 | $ 82,679 | $ 112,159 | $ 89,418 | 171,749 | 193,065 |
Depreciation capitalized to inventory | 25,980 | $ 93,630 | ||||
Real estate lots held for sale | $ 123,060 | |||||
Number of real estate lots | Lots | 12 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) (10-K) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | |||
Buildings | $ 1,971,057 | $ 2,793,972 | |
Real estate development | 606,757 | 1,057,002 | |
Land | 502,949 | 881,035 | |
Furniture and fixtures | 337,048 | 448,432 | |
Vineyards | 200,217 | 308,204 | |
Machinery and equipment | 492,205 | 617,907 | |
Leasehold improvements | 164,375 | 164,375 | |
Computer hardware and software | 216,082 | 161,788 | |
Property and equipment, gross | 4,490,690 | 6,432,715 | |
Less: Accumulated depreciation and amortization | (1,518,326) | (1,899,825) | |
Property and equipment, net | $ 2,981,312 | $ 2,972,364 | $ 4,532,890 |
Prepaid Foreign Taxes (Details
Prepaid Foreign Taxes (Details Narrative) (10-K) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Foreign Taxes [Line Items] | |||
Prepaid expense other, noncurrent | $ 415,483 | $ 369,590 | $ 342,312 |
Deferred tax assets, valuation allowance | 20,701,515 | 21,562,624 | |
Foreign Tax Authority [Member] | |||
Prepaid Foreign Taxes [Line Items] | |||
Deferred tax assets, valuation allowance | $ 228,613 | $ 392,593 |
Investments and Fair Value of_3
Investments and Fair Value of Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||||||
Unrealized losses on affiliate warrants | $ 1,066 | $ 14,824 | $ 1,773 | $ 16,451 | $ 18,561 | $ 16,287 |
Investments and Fair Value of_4
Investments and Fair Value of Financial Instruments (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||||||
Unrealized losses on affiliate warrants | $ 1,066 | $ 14,824 | $ 1,773 | $ 16,451 | $ 18,561 | $ 16,287 |
Investments and Fair Value of_5
Investments and Fair Value of Financial Instruments - Schedule of Investments in and Advances to Affiliates (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments in and Advances to Affiliates [Line Items] | |||
Warrants - Affiliates | $ 6,067 | $ 7,840 | $ 26,401 |
Fair Value, Inputs, Level 1 [Member] | Warrants [Member] | |||
Investments in and Advances to Affiliates [Line Items] | |||
Warrants - Affiliates | |||
Fair Value, Inputs, Level 2 [Member] | Warrants [Member] | |||
Investments in and Advances to Affiliates [Line Items] | |||
Warrants - Affiliates | |||
Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | |||
Investments in and Advances to Affiliates [Line Items] | |||
Warrants - Affiliates | $ 6,067 | $ 7,840 | $ 26,401 |
Investments and Fair Value of_6
Investments and Fair Value of Financial Instruments - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Warrants [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investments in and Advances to Affiliates [Line Items] | |||
Balance beginning | $ 7,840 | $ 26,401 | $ 42,688 |
Unrealized loss | (1,773) | (18,561) | (16,287) |
Balance ending | $ 6,067 | $ 7,840 | $ 26,401 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | |
Employee tax obligations, term | 36 months | ||
Accrued payroll taxes, current | $ 149,019 | $ 112,207 | $ 463,604 |
Interest expenses | 52,209 | 113,679 | |
Argentine [Member] | |||
Accrued payroll taxes, current | $ 292,535 | $ 63,550 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities [Abstract] | |||
Accrued compensation and payroll taxes | $ 112,207 | $ 149,019 | $ 463,604 |
Accrued taxes payable - Argentina | 296,316 | 292,535 | 63,550 |
Accrued interest | 433,445 | 404,239 | 255,481 |
Other accrued expenses | 345,146 | 339,574 | 217,886 |
Accrued expenses, current | 1,187,114 | 1,185,367 | 1,000,521 |
Accrued payroll tax obligations, non-current | 104,121 | 57,786 | 247,515 |
Total accrued expenses | $ 1,291,235 | $ 1,243,153 | $ 1,248,036 |
Deferred Revenues (Details Narr
Deferred Revenues (Details Narrative) (10-K) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)Lots | Dec. 31, 2017USD ($) | |
Disaggregation of Revenue [Line Items] | ||||||
Proceeds from sale of real estate | $ 3,725,867 | |||||
Revenue | $ 268,733 | $ 396,392 | $ 709,228 | $ 1,674,315 | 3,099,608 | $ 1,817,302 |
Argentine [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Proceeds from sale of real estate | $ 3,725,867 | $ 3,667,423 | ||||
Argentine [Member] | Real Estate Sales [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Number of lots sold | Lots | 25 | |||||
Revenue | $ 1,468,000 |
Deferred Revenues - Schedule of
Deferred Revenues - Schedule of Deferred Revenues (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Disaggregation of Revenue [Line Items] | ||
Deferred Revenue, Current | $ 1,038,492 | $ 1,732,664 |
Real Estate Lot Sales Deposits [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Deferred Revenue, Current | 995,327 | 1,685,725 |
Other Deferred Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Deferred Revenue, Current | $ 43,165 | $ 46,939 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | May 27, 2019USD ($) | Jun. 04, 2018USD ($) | Jun. 04, 2018ARS ($) | Feb. 23, 2018USD ($) | Jan. 25, 2018USD ($) | Aug. 19, 2017USD ($)ha | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from loans payable | $ 519,156 | $ 519,156 | ||||||||||||
Debt instrument interest rate | 0.00% | 24.18% | 24.18% | |||||||||||
Debt maturity date | Mar. 1, 2021 | Mar. 1, 2021 | ||||||||||||
Number of installment description | Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021 | Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021 | ||||||||||||
Interest expense | $ 14,417 | $ 16,280 | $ 37,821 | $ 42,788 | $ 85,116 | $ 100,115 | ||||||||
Area of land | ha | 845 | |||||||||||||
Payment to purchase of land | $ 100,000 | |||||||||||||
Notes payable | 600,000 | |||||||||||||
Debt instrument periodic payment | 50,000 | |||||||||||||
Debt instrument periodic payment per month | $ 4,500 | |||||||||||||
Debt instrument periodic payment per year | $ 46,000 | |||||||||||||
Debt instrument frequency of periodic payment | On May 27, 2019, the terms on the Land Loan were amended such that 60 monthly payments of $4,500 and 5 annual payments of $46,000 were required, beginning on May 30, 2019. | |||||||||||||
Payment to acquire property | $ 400,000 | 121,519 | 326,799 | 292,213 | 930,368 | |||||||||
Debt instrument imputed interest | 7.00% | |||||||||||||
Notes payable net of debt discount | $ 517,390 | |||||||||||||
Amortization of debt discount | 14,736 | 234,550 | 259,709 | 12,217 | ||||||||||
Loans payable net current | 824,541 | 824,541 | 871,106 | 256,724 | ||||||||||
Loans payable, net, non-current | 196,323 | 196,323 | 234,791 | 634,930 | ||||||||||
Land Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loans payable | 467,638 | 467,638 | 461,902 | |||||||||||
Debt instrument unamortized discount | 23,362 | 23,362 | 38,098 | 70,393 | ||||||||||
Loans payable net current | 271,314 | 271,314 | 227,111 | |||||||||||
Debt discount current | 19,686 | 19,686 | 22,889 | |||||||||||
Loans payable, net, non-current | 196,323 | 196,323 | 234,791 | |||||||||||
Debt discount non-current | 3,676 | 3,676 | 15,209 | |||||||||||
2018 Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from loans payable | $ 525,000 | |||||||||||||
Debt instrument interest rate | 6.75% | |||||||||||||
Debt maturity date | Jan. 25, 2023 | |||||||||||||
Number of installment description | 60 equal monthly installments | |||||||||||||
Interest expense | 6,444 | 8,285 | 14,007 | 14,054 | 33,420 | |||||||||
Debt instrument periodic payment | $ 10,311 | |||||||||||||
Debt instrument unamortized discount | ||||||||||||||
Demand Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from loans payable | $ 55,386 | |||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||
Interest expense | 2,904 | 6,832 | 6,264 | 6,832 | 23,427 | |||||||||
Debt instrument unamortized discount | ||||||||||||||
Algodon Wine Estates [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amortization of debt discount | $ 8,241 | $ 5,321 | 14,736 | $ 14,957 | 32,295 | $ 12,217 | ||||||||
2017 Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Decrease in loans | 42,395 | 243,438 | ||||||||||||
Principal payments of loans | 24,188 | 49,206 | ||||||||||||
Effect of fluctuations in the foreign currency exchange rate | $ 18,207 | $ 194,232 | ||||||||||||
Argentine Peso [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from loans payable | $ 8,000,000 | $ 8,000,000 | ||||||||||||
Argentine Peso [Member] | Demand Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from loans payable | $ 1,600,000 |
Loans Payable (Details Narrat_2
Loans Payable (Details Narrative) (10-K) | Jun. 04, 2018USD ($) | Jun. 04, 2018ARS ($) | Feb. 23, 2018USD ($) | Jan. 25, 2018USD ($) | Aug. 19, 2017USD ($)ha | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loans payable | $ 519,156 | $ 519,156 | |||||||||||
Debt instrument interest rate | 0.00% | 24.18% | 24.18% | ||||||||||
Debt maturity date | Mar. 1, 2021 | Mar. 1, 2021 | |||||||||||
Number of installment description | Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021 | Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021 | |||||||||||
Interest expense | $ 14,417 | $ 16,280 | $ 37,821 | $ 42,788 | $ 85,116 | $ 100,115 | |||||||
Loans payable net current | 824,541 | 824,541 | 871,106 | 256,724 | |||||||||
Loans payable, net, non-current | 196,323 | 196,323 | 234,791 | 634,930 | |||||||||
Area of land | ha | 845 | ||||||||||||
Payment to purchase of land | $ 100,000 | ||||||||||||
Notes payable | 600,000 | ||||||||||||
Debt instrument periodic payment | 50,000 | ||||||||||||
Payment to acquire property | $ 400,000 | 121,519 | 326,799 | 292,213 | 930,368 | ||||||||
Debt instrument imputed interest | 7.00% | ||||||||||||
Notes payable net of debt discount | $ 517,390 | ||||||||||||
Amortization of debt discount | 14,736 | 234,550 | 259,709 | 12,217 | |||||||||
Land Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loans payable | 467,638 | 467,638 | 461,902 | ||||||||||
Loans payable net current | 271,314 | 271,314 | 227,111 | ||||||||||
Loans payable, net, non-current | 196,323 | 196,323 | 234,791 | ||||||||||
Debt instrument unamortized discount | 23,362 | 23,362 | 38,098 | 70,393 | |||||||||
Debt discount current | 19,686 | 19,686 | 22,889 | ||||||||||
Debt discount non-current | 3,676 | 3,676 | 15,209 | ||||||||||
2018 Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loans payable | $ 525,000 | ||||||||||||
Debt instrument interest rate | 6.75% | ||||||||||||
Debt maturity date | Jan. 25, 2023 | ||||||||||||
Number of installment description | 60 equal monthly installments | ||||||||||||
Interest expense | 6,444 | 8,285 | 14,007 | 14,054 | 33,420 | ||||||||
Debt instrument periodic payment | $ 10,311 | ||||||||||||
Debt instrument unamortized discount | |||||||||||||
Demand Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loans payable | $ 55,386 | ||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||
Interest expense | 2,904 | 6,832 | 6,264 | 6,832 | 23,427 | ||||||||
Debt instrument unamortized discount | |||||||||||||
Algodon Wine Estates [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of debt discount | $ 8,241 | $ 5,321 | 14,736 | $ 14,957 | 32,295 | $ 12,217 | |||||||
2017 Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Decrease in loans | 42,395 | 243,438 | |||||||||||
Principal payments of loans | 24,188 | 49,206 | |||||||||||
Effect of fluctuations in the foreign currency exchange rate | $ 18,207 | $ 194,232 | |||||||||||
Argentine Peso [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loans payable | $ 8,000,000 | $ 8,000,000 | |||||||||||
Argentine Peso [Member] | Demand Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loans payable | $ 1,600,000 |
Loans Payable - Schedule of Fut
Loans Payable - Schedule of Future Minimum Principal Payments of Loans Payable (Details) (10-K) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 893,995 |
2020 | 150,000 |
2021 | 100,000 |
2022 | |
2023 | |
Total payment | $ 1,143,995 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Loans payable, net of debt discount | $ 1,143,995 | ||
Demand Loan [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | $ 9,408 | 10,647 | |
Debt discount | |||
Loans payable, net of debt discount | 9,408 | 10,647 | |
2018 Loan [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | 417,604 | 464,739 | |
Debt discount | |||
Loans payable, net of debt discount | 417,604 | 464,739 | |
2017 Loan [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | 126,215 | 168,609 | 412,047 |
Debt discount | |||
Loans payable, net of debt discount | 126,215 | 168,609 | 412,047 |
Land Loan [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | 491,000 | 500,000 | 550,000 |
Debt discount | (23,362) | (38,098) | (70,393) |
Loans payable, net of debt discount | 467,638 | 461,902 | 479,607 |
Loan Payable [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | 1,044,226 | 1,143,995 | 962,047 |
Debt discount | (23,362) | (38,098) | (70,393) |
Loans payable, net of debt discount | 1,020,864 | 1,105,897 | 891,654 |
Loan Payable Current [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | 844,227 | 893,995 | 287,838 |
Debt discount | (19,686) | (22,889) | (31,114) |
Loans payable, net of debt discount | 824,541 | 871,106 | 256,724 |
Loan Payable Non Current [Member] | |||
Debt Instrument [Line Items] | |||
Gross principal amount | 199,999 | 250,000 | 674,209 |
Debt discount | (3,676) | (15,209) | (39,279) |
Loans payable, net of debt discount | $ 196,323 | $ 234,791 | $ 634,930 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2010 | Mar. 11, 2019 | Sep. 30, 2010 | Mar. 11, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 14, 2019 | Aug. 19, 2017 |
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Debt instrument interest rate | 24.18% | 24.18% | 0.00% | |||||||||||||
Debt instrument maturity date | Mar. 1, 2021 | Mar. 1, 2021 | ||||||||||||||
Repayments of debt obligations | $ 95,500 | $ 162,500 | ||||||||||||||
Accrued interest | $ 255,481 | $ 433,445 | 433,445 | $ 404,239 | 404,239 | 255,481 | ||||||||||
Interest expense | 14,417 | $ 16,280 | 37,821 | 42,788 | 85,116 | 100,115 | ||||||||||
Proceeds from issuance of debt | $ 519,156 | $ 519,156 | ||||||||||||||
Amortization of debt discount | 14,736 | 234,550 | 259,709 | 12,217 | ||||||||||||
Debt instrument converted amount principal | 52,660 | 809,875 | 809,875 | 1,267,324 | ||||||||||||
Repayment of principal amount | 65,500 | |||||||||||||||
Interest repaid | 3,256 | |||||||||||||||
Proceeds from sale of convertible promissory note | 786,000 | 2,026,730 | 3,507,530 | 1,280,000 | ||||||||||||
GGH [Member] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Debt instrument converted amount principal | $ 2,051,300 | |||||||||||||||
Debt conversion, amount of interest converted | $ 55,308 | |||||||||||||||
Debt conversion of convertible debt | 5,266,520 | |||||||||||||||
Non controlling interest percentage | 21.00% | 21.00% | ||||||||||||||
2010 Debt Obligations [Mermber] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||
Debt instrument maturity date | Mar. 31, 2011 | Mar. 31, 2011 | ||||||||||||||
Repayments of debt obligations | 162,500 | |||||||||||||||
Accrued interest | 255,481 | $ 293,459 | $ 293,459 | 279,735 | 279,735 | 255,481 | ||||||||||
Interest expense | 5,527 | 9,247 | 13,724 | 18,400 | 24,254 | 37,219 | ||||||||||
Debt principal | ||||||||||||||||
2017 Notes [Member] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||
Debt instrument maturity date | Jun. 30, 2019 | |||||||||||||||
Interest expense | $ 256,008 | $ 256,008 | ||||||||||||||
Proceeds from issuance of debt | $ 2,026,730 | |||||||||||||||
Debt conversion price per share | $ 0.63 | $ 0.63 | $ 0.63 | $ 0.63 | ||||||||||||
Common stock, discount percentage | 10.00% | 10.00% | ||||||||||||||
Beneficial conversion feature | $ 227,414 | |||||||||||||||
Amortization of debt discount | $ 219,593 | |||||||||||||||
Debt principal | $ 51,500 | $ 794,875 | $ 51,500 | $ 794,875 | ||||||||||||
Debt conversion, amount of interest converted | $ 1,160 | $ 15,000 | ||||||||||||||
Debt conversion of convertible debt | 83,587 | 1,285,516 | ||||||||||||||
Repayment of principal amount | $ 30,000 | |||||||||||||||
Interest repaid | 2,151 | |||||||||||||||
Debt remaining principal balance | 1,170,354 | 1,170,354 | ||||||||||||||
2017 Notes [Member] | Accredited Investor [Member] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | 20,000 | |||||||||||||||
2017 Notes One [Member] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Interest expense | 23,308 | 48,513 | ||||||||||||||
Gaucho Notes [Member] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Debt instrument interest rate | 7.00% | 7.00% | ||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | ||||||||||||||
Interest expense | $ 7,151 | $ 41,766 | $ 18,786 | |||||||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||
Common stock, discount percentage | 20.00% | 20.00% | ||||||||||||||
Debt principal | $ 150,000 | $ 150,000 | $ 1,480,800 | $ 1,480,800 | ||||||||||||
Debt instruments interest | $ 1,987 | |||||||||||||||
Proceeds from sale of convertible promissory note | $ 1,480,800 | |||||||||||||||
Gaucho Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Convertible Debt Obligations [Line Items] | ||||||||||||||||
Proceeds from sale of convertible promissory note | $ 786,000 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Convertible Debt Obligations [Line Items] | |||||||
Interest | $ 52,209 | $ 113,679 | |||||
Total | 1,143,995 | ||||||
2010 Debt Obligations [Mermber] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | |||||||
Interest | [1] | 293,459 | 279,735 | ||||
Total | 293,459 | 279,735 | |||||
2017 Notes [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | 1,170,354 | 1,251,854 | |||||
Interest | [1] | 120,216 | 75,013 | ||||
Total | 1,290,570 | 1,326,867 | |||||
Gaucho Notes [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | 150,000 | 1,480,800 | |||||
Interest | 1,987 | [1] | 18,787 | [2] | [2] | ||
Total | 151,987 | 1,499,587 | |||||
Total Debt Obligations [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | 1,320,354 | 2,732,654 | 20,000 | ||||
Interest | 415,662 | [1] | 373,535 | [2] | $ 255,481 | [2] | |
Total | $ 1,736,016 | $ 3,106,189 | |||||
[1] | Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets (see Note 6 - Accrued Expenses). | ||||||
[2] | Accrued interest is included as a component of accrued expenses on the consolidated balance sheets. (See Note 9 - Accrued Expenses) |
Convertible Debt Obligations (D
Convertible Debt Obligations (Details Narrative) (10-K) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2010 | Sep. 30, 2010 | Mar. 11, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Apr. 26, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 14, 2019 | Aug. 19, 2017 |
Convertible Debt Obligations [Line Items] | |||||||||||||||||
Debt instrument interest rate | 24.18% | 24.18% | 0.00% | ||||||||||||||
Debt instrument maturity date | Mar. 1, 2021 | Mar. 1, 2021 | |||||||||||||||
Repayments of debt obligations | $ 95,500 | $ 162,500 | |||||||||||||||
Accrued interest | $ 255,481 | $ 433,445 | 433,445 | $ 404,239 | 404,239 | 255,481 | |||||||||||
Interest expense | 14,417 | $ 16,280 | 37,821 | 42,788 | 85,116 | 100,115 | |||||||||||
Proceeds from issuance of debt | $ 519,156 | $ 519,156 | |||||||||||||||
Amortization of debt discount | 14,736 | 234,550 | 259,709 | 12,217 | |||||||||||||
2010 Debt Obligations [Mermber] | |||||||||||||||||
Convertible Debt Obligations [Line Items] | |||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||
Debt instrument maturity date | Mar. 31, 2011 | Mar. 31, 2011 | |||||||||||||||
Repayments of debt obligations | 162,500 | ||||||||||||||||
Accrued interest | 255,481 | 293,459 | 293,459 | 279,735 | 279,735 | 255,481 | |||||||||||
Interest expense | 5,527 | $ 9,247 | 13,724 | $ 18,400 | 24,254 | 37,219 | |||||||||||
Debt principal | |||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||
Convertible Debt Obligations [Line Items] | |||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | |||||||||||||||
Interest expense | $ 317,427 | 7,324 | |||||||||||||||
Proceeds from issuance of debt | $ 2,026,730 | ||||||||||||||||
Debt conversion price per share | $ 0.63 | $ 0.63 | $ 0.63 | $ 0.63 | $ 0.63 | ||||||||||||
Common stock, discount percentage | 10.00% | 10.00% | |||||||||||||||
Beneficial conversion feature | $ 227,414 | ||||||||||||||||
Amortization of debt discount | 227,414 | 0 | |||||||||||||||
Debt principal | $ 794,875 | $ 794,875 | $ 794,875 | ||||||||||||||
Debt instruments interest | $ 15,000 | ||||||||||||||||
Debt conversion of convertible debt | 1,285,517 | ||||||||||||||||
Convertible notes | $ 1,251,854 | $ 1,251,854 | |||||||||||||||
Convertible Notes [Member] | Accredited Investor [Member] | |||||||||||||||||
Convertible Debt Obligations [Line Items] | |||||||||||||||||
Proceeds from issuance of debt | 20,000 | ||||||||||||||||
Gaucho Notes [Member] | |||||||||||||||||
Convertible Debt Obligations [Line Items] | |||||||||||||||||
Debt instrument interest rate | 7.00% | 7.00% | |||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | |||||||||||||||
Interest expense | $ 7,151 | $ 41,766 | $ 18,786 | ||||||||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||
Common stock, discount percentage | 20.00% | 20.00% | |||||||||||||||
Debt principal | $ 150,000 | $ 150,000 | $ 1,480,800 | $ 1,480,800 | |||||||||||||
Debt instruments interest | $ 1,987 |
Convertible Debt Obligations -
Convertible Debt Obligations - Schedule of Debt Obligations (Details) (10-K) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Convertible Debt Obligations [Line Items] | |||||||
Interest | $ 52,209 | $ 113,679 | |||||
Debt Obligations [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | |||||||
Interest | [1] | 279,735 | 255,481 | ||||
Total | 279,735 | 255,481 | |||||
Convertible Notes [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | 1,251,854 | 20,000 | |||||
Interest | [1] | 75,013 | |||||
Total | 1,326,867 | 20,000 | |||||
Gaucho Notes [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | $ 150,000 | 1,480,800 | |||||
Interest | 1,987 | [2] | 18,787 | [1] | [1] | ||
Total | 1,499,587 | ||||||
Total Debt Obligations [Member] | |||||||
Convertible Debt Obligations [Line Items] | |||||||
Principal | 1,320,354 | 2,732,654 | 20,000 | ||||
Interest | $ 415,662 | [2] | 373,535 | [1] | 255,481 | [1] | |
Total | $ 3,106,189 | $ 275,481 | |||||
[1] | Accrued interest is included as a component of accrued expenses on the consolidated balance sheets. (See Note 9 - Accrued Expenses) | ||||||
[2] | Accrued interest is included as a component of accrued expenses on the accompanying condensed consolidated balance sheets (see Note 6 - Accrued Expenses). |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2012 | |
Operating loss carry forwards carry forwards and expiration description | Expire from 2019 to 2037 | |||
Equity method investment, ownership percentage | 50.00% | 79.00% | ||
Net operating loss annual limitation under section 382 | $ 6,315,000 | |||
Deferred tax assets, operating loss carryforwards, subject to expiration | 2,810,000 | |||
Net operating loss subject to limitation | $ 1,004,000 | |||
Maximum ownership percentage of additional net operating loss | 50.00% | |||
Change in valuation allowance | $ 861,109 | $ 3,298,682 | ||
Income tax examination description | The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017 making significant changes to the Internal Revenue Code. Changes include but are not limited to (a) the reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017 | |||
Federal statutory rate | 21.00% | 34.00% | ||
Effective income tax rate reconciliation, change in enacted tax rate, amount | $ 6,800,000 | |||
Deferred tax assets valuation allowance, amount | 6,800,000 | |||
United Kingdom [Member] | ||||
Operating loss carryforwards | $ 465,000 | |||
Argentine [Member] | ||||
Operating loss carry forwards carry forwards and expiration description | Carried forward 10 years and begin to expire in 2018 | |||
Deferred tax assets, tax credit carryforwards | $ 433,000 | |||
Federal [Member] | ||||
Operating loss carryforwards | 62,000,000 | |||
Federal [Member] | Expire from 2019 to 2037 [Member] | ||||
Operating loss carryforwards | 56,700,000 | |||
Federal [Member] | No Expiration [Member] | ||||
Operating loss carryforwards | 5,400,000 | |||
State [Member] | ||||
Operating loss carryforwards | 53,600,000 | |||
Local [Member] | ||||
Operating loss carryforwards | $ 30,100,000 | |||
Tax Cuts and Jobs Act [Member] | ||||
Federal statutory rate | 21.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss before income taxes | $ (5,678,419) | $ (7,912,512) |
U.S [Member] | ||
Loss before income taxes | (5,171,150) | (5,654,598) |
International [Member] | ||
Loss before income taxes | $ (507,269) | $ (2,257,914) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | (979,625) | 5,378,411 |
State and local, Current | ||
State and local, Deferred | 1,839,145 | (2,099,305) |
Foreign, Current | ||
Foreign, Deferred | 1,590 | 19,576 |
Income tax expense benefit before valuation allowance | 861,109 | 3,298,682 |
Change in valuation allowance | (861,109) | (3,298,682) |
Income tax provision (benefit) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | (21.00%) | (34.00%) |
State taxes, net of federal benefit | (3.10%) | (11.00%) |
Permanent differences | 0.70% | 1.80% |
Write-off of deferred tax asset | 3.90% | 1.60% |
Change in tax rates | 0.00% | 86.00% |
Prior period adjustments | 33.40% | (3.00%) |
Other | 1.30% | 0.30% |
Change in valuation allowance | (15.20%) | (41.70%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 18,734,230 | $ 19,315,973 |
Stock based compensation | 1,120,521 | 1,381,564 |
Argentine tax credits | 433,407 | 439,541 |
Accruals and other | 4,991 | 5,708 |
Receivable allowances | 415,662 | 428,814 |
Total deferred tax assets | 20,708,810 | 21,571,600 |
Valuation allowance | (20,701,515) | (21,562,624) |
Deferred tax assets, net of valuation allowance | 7,295 | 8,976 |
Excess of book over tax basis of warrants | (7,295) | (8,976) |
Net deferred tax assets |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Accounts receivable related parties | $ 301,711 | $ 301,711 | $ 71,650 | $ 851,016 | ||
Due from related parties | 189,889 | 189,889 | $ 4,644 | 724,591 | ||
Entitled to receive reimbursement expenses | $ 117,968 | $ 69,829 | $ 189,889 | $ 139,659 | ||
Equity method investment, ownership percentage | 79.00% | 79.00% | 50.00% | |||
Prior Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Entitled to receive reimbursement expenses | $ 189,889 | $ 4,644 | ||||
Sharing Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 396,116 | $ 396,116 | $ 396,116 | $ 396,116 | ||
GGH Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 5.00% | 5.00% | 5.00% |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Accounts receivable related parties | $ 301,711 | $ 301,711 | $ 71,650 | $ 851,016 | ||
Due from related parties | 189,889 | 189,889 | 4,644 | 724,591 | ||
Received reimbursement expenses | $ 437,074 | 342,299 | ||||
Entitled to receive reimbursement expenses | $ 117,968 | $ 69,829 | $ 189,889 | $ 139,659 | ||
Equity method investment, ownership percentage | 79.00% | 79.00% | 50.00% | |||
Sharing Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 396,116 | $ 396,116 | $ 396,116 | 396,116 | ||
GGH [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Entitled to receive reimbursement expenses | $ 0 | $ 10,640 | ||||
GGH Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 5.00% | 5.00% | 5.00% |
Benefit Contribution Plan (Deta
Benefit Contribution Plan (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||||||
Defined contribution plan cost recognized | $ 15,531 | $ 15,027 | $ 28,844 | $ 34,571 | $ 63,414 | $ 81,399 |
Share price | $ 0.35 | $ 0.70 | $ 0.35 | $ 0.70 | $ 0.70 | $ 1.09 |
Benefit Contribution Plan (De_2
Benefit Contribution Plan (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||||||
Defined contribution plan cost recognized | $ 15,531 | $ 15,027 | $ 28,844 | $ 34,571 | $ 63,414 | $ 81,399 |
Share price | $ 0.35 | $ 0.70 | $ 0.35 | $ 0.70 | $ 0.70 | $ 1.09 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Deficiency (Details Narrative) - USD ($) | Jun. 30, 2019 | May 13, 2019 | Mar. 27, 2019 | Mar. 13, 2019 | Feb. 08, 2019 | Mar. 31, 2017 | Jan. 07, 2017 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock issued in satisifaction of dividends payable | $ 264,273 | ||||||||||||||
Shares issued price per share | $ 1.09 | $ 2 | $ 0.70 | $ 0.70 | |||||||||||
Common stock issued in satisifaction of dividends payable, shares | 378,193 | ||||||||||||||
Cash dividends paid | $ 127,818 | ||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 67,770 | ||||||||||||||
Number of shares issued during period | 25,000 | ||||||||||||||
Foreign currency translation adjustments | $ 357,078 | $ (909,557) | $ 365,417 | $ (1,195,166) | $ (2,314,409) | $ (336,568) | |||||||||
Weighted average estimated fair value of the stock options granted | $ 0.15 | $ 0.15 | $ 0.47 | $ 0.15 | $ 0.47 | $ 0.52 | |||||||||
Share based compensation | $ 68,508 | $ 205,111 | $ 226,502 | $ 388,331 | $ 1,105 | ||||||||||
Options [Member] | |||||||||||||||
Number of stock options granted during the period | 1,350,000 | 2,830,000 | 1,395,000 | ||||||||||||
Number of option canceled | 3,364,890 | 60,000 | 110,000 | ||||||||||||
Option exercisable per share | $ 1.93 | $ 1.93 | $ 1.93 | $ 2.25 | |||||||||||
Share based compensation | $ 716,249 | $ 622,802 | |||||||||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 950,903 | $ 950,903 | $ 950,903 | $ 1,049,807 | |||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 9 months 25 days | 2 years 9 months 11 days | |||||||||||||
2018 Stock Options Plan [Member] | |||||||||||||||
Number of stock options granted during the period | 1,350,000 | ||||||||||||||
Stock options term | 5 years | ||||||||||||||
2008 Stock Options Plan [Member] | |||||||||||||||
Number of option canceled | 3,139,890 | ||||||||||||||
2008 Stock Options Plan [Member] | Minimum [Member] | |||||||||||||||
Option exercisable per share | $ 2.20 | ||||||||||||||
2008 Stock Options Plan [Member] | Maximum [Member] | |||||||||||||||
Option exercisable per share | $ 2.48 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Shares issued price per share | $ 0.35 | ||||||||||||||
Common stock issued in satisifaction of dividends payable, shares | 378,193 | ||||||||||||||
Sale of common stock | 2,527,857 | 2,527,857 | |||||||||||||
Gross proceeds common stock | $ 884,750 | $ 884,750 | |||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 181,185 | 181,185 | 116,284 | 116,284 | 67,770 | ||||||||||
Number of shares issued during period | 6,071,428 | 2,527,857 | 822,000 | 22,500 | |||||||||||
Number of shares issued upon conversion | 83,587 | 1,285,516 | |||||||||||||
Accredited Investor [Member] | |||||||||||||||
Shares issued price per share | $ 0.35 | $ 0.35 | $ 0.35 | ||||||||||||
Number of shares issued during period | 6,071,428 | ||||||||||||||
Number of shares issued during period, values | $ 2,125,000 | ||||||||||||||
Number of shares issued upon conversion | 83,587 | ||||||||||||||
Employees [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Number of stock options granted during the period | 1,100,000 | ||||||||||||||
Options granted aggregate grant date fair value | $ 200,092 | ||||||||||||||
Members of Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Number of stock options granted during the period | 100,000 | ||||||||||||||
Consultants [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Number of stock options granted during the period | 150,000 | ||||||||||||||
Options exercise price | $ 0.385 | $ 0.385 | $ 0.385 | ||||||||||||
Vesting percentage | 25.00% | ||||||||||||||
President & CEO [Member] | |||||||||||||||
Number of option canceled | 2,109,890 | ||||||||||||||
CFO [Member] | |||||||||||||||
Number of option canceled | 150,000 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Number of option canceled | 150,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Preferred stock dividend rate | 8.00% | 8.00% | |||||||||||||
Liquidation value per share | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||
8% dividends earned preferred stock | $ 179,770 | $ 157,522 | $ 357,565 | 313,312 | |||||||||||
Dividend declared | $ 474,719 | ||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||
Preferred stock, amount of cumulative dividends in arrears | 900,869 | $ 546,335 | $ 284,564 | ||||||||||||
Dividends payable | $ 85,223 | $ 85,223 | $ 85,223 | ||||||||||||
Gross proceeds common stock | $ 7,759,500 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Deficiency (Details Narrative) (10-K) - USD ($) | Mar. 27, 2019 | Mar. 13, 2019 | Feb. 08, 2019 | Dec. 18, 2018 | Sep. 20, 2018 | Sep. 20, 2018 | May 19, 2018 | Feb. 12, 2018 | Jan. 17, 2018 | Nov. 17, 2017 | Jul. 02, 2017 | Mar. 31, 2017 | Jan. 17, 2017 | Jan. 07, 2017 | Mar. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2018 | Jul. 27, 2018 | Feb. 28, 2017 | Jul. 11, 2016 | Aug. 25, 2008 |
Common stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | ||||||||||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Common stock, shares, issued | 55,602,590 | 55,602,590 | 46,738,533 | 43,067,546 | ||||||||||||||||||||||||
Common stock, shares, outstanding | 55,552,057 | 55,552,057 | 46,688,000 | 43,063,135 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 11,000,000 | 11,000,000 | 11,000,000 | 11,000,000 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 1.09 | $ 2 | $ 0.70 | $ 0.70 | ||||||||||||||||||||||||
Common stock issued in satisfaction of dividends payable | $ 264,272 | $ 264,272 | ||||||||||||||||||||||||||
Common stock issued for cash, shares | 25,000 | |||||||||||||||||||||||||||
Common stock issued for cash, value | $ 50,000 | $ 2,125,000 | $ 884,750 | 575,400 | $ 40,500 | |||||||||||||||||||||||
Placement agent fees | $ 5,000 | |||||||||||||||||||||||||||
Warrants issued to purchase of common stock shares | 2,500 | |||||||||||||||||||||||||||
Warrants exercise price | $ 2 | |||||||||||||||||||||||||||
Number of common stock shares return | 2,500 | |||||||||||||||||||||||||||
Common stock shares return, value | $ 5,000 | |||||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 67,770 | |||||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 73,868 | $ 63,415 | $ 81,399 | 81,399 | 73,868 | |||||||||||||||||||||||
Common stock issued in satisfaction of deferred revenue, shares | 62,270 | |||||||||||||||||||||||||||
Common stock issued in satisfaction of deferred revenue | $ 124,539 | 124,539 | ||||||||||||||||||||||||||
Deferred revenue | 82,500 | |||||||||||||||||||||||||||
Interest expense | $ 42,039 | 105,406 | 336,588 | $ 227,029 | $ 406,747 | 611,297 | 320,571 | |||||||||||||||||||||
Foreign currency translation adjustments | (357,078) | 909,557 | (365,417) | 1,195,166 | $ 2,314,409 | 336,568 | ||||||||||||||||||||||
Share based compensation | $ 68,508 | $ 205,111 | $ 226,502 | $ 388,331 | $ 1,105 | |||||||||||||||||||||||
Weighted average grant date value | $ 0.15 | $ 0.47 | $ 0.15 | $ 0.47 | $ 0.52 | |||||||||||||||||||||||
Option exercise price per share | $ 0.10 | $ 0.32 | ||||||||||||||||||||||||||
Option outstanding rate | 5.00% | |||||||||||||||||||||||||||
DPEC Capital, Inc. [Member] | ||||||||||||||||||||||||||||
Placement agent fees | $ 500 | |||||||||||||||||||||||||||
Warrants issued to purchase of common stock shares | 250 | 2,500 | ||||||||||||||||||||||||||
Warrants exercise price | $ 2 | |||||||||||||||||||||||||||
Commissions on warrants returned | $ 500 | |||||||||||||||||||||||||||
Number of warrants repurchased | 250 | |||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||
Dividends declared on preferred stock | $ 474,719 | |||||||||||||||||||||||||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 | |||||||||||||||||||||||||||
Common stock issued in satisfaction of dividends payable | $ 264,272 | |||||||||||||||||||||||||||
Dividends payable and paid cash dividends | $ 127,502 | |||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.70 | |||||||||||||||||||||||||||
Dividends payable | $ 85,945 | |||||||||||||||||||||||||||
Former Employee [Member] | ||||||||||||||||||||||||||||
Number of treasury stock transferred to common stock | 46,122 | |||||||||||||||||||||||||||
Value of treasury stock transferred to common stock | $ 32,285 | |||||||||||||||||||||||||||
Options [Member] | ||||||||||||||||||||||||||||
Number of common stock shares authorized | 0 | |||||||||||||||||||||||||||
Number of stock options granted during the period | 1,350,000 | 2,830,000 | 1,395,000 | |||||||||||||||||||||||||
Share based compensation | $ 716,249 | $ 622,802 | ||||||||||||||||||||||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 950,903 | $ 950,903 | $ 1,049,807 | |||||||||||||||||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 9 months 25 days | 2 years 9 months 11 days | ||||||||||||||||||||||||||
Options [Member] | Employee [Member] | ||||||||||||||||||||||||||||
Option exercise price per share | $ 1.10 | |||||||||||||||||||||||||||
Percentage of option vested | 25.00% | |||||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 0 | |||||||||||||||||||||||||||
2016 Stock Option Plan [Member] | ||||||||||||||||||||||||||||
Number of common stock shares authorized | 0 | 1,224,308 | ||||||||||||||||||||||||||
Increased percentage of common stock shares outstanding | 2.50% | |||||||||||||||||||||||||||
Number of stock options granted during the period | 1,330,000 | 1,500,000 | 1,395,000 | |||||||||||||||||||||||||
Option term | 5 years | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.77 | |||||||||||||||||||||||||||
Percentage of option vested | 25.00% | |||||||||||||||||||||||||||
Stock option granted during the period | $ 623,011 | |||||||||||||||||||||||||||
2016 Stock Option Plan [Member] | Options [Member] | ||||||||||||||||||||||||||||
Number of stock options granted during the period | 1,395,000 | |||||||||||||||||||||||||||
Option term | 5 years | |||||||||||||||||||||||||||
2016 Stock Option Plan [Member] | Options [Member] | Employee [Member] | ||||||||||||||||||||||||||||
Number of stock options granted during the period | 940,000 | |||||||||||||||||||||||||||
Stock option granted during the period | $ 452,120 | |||||||||||||||||||||||||||
2016 Stock Option Plan [Member] | Options [Member] | Consultants [Member] | ||||||||||||||||||||||||||||
Number of stock options granted during the period | 355,000 | |||||||||||||||||||||||||||
Stock option granted during the period | $ 115,056 | |||||||||||||||||||||||||||
2016 Stock Option Plan [Member] | Options [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Number of stock options granted during the period | 100,000 | |||||||||||||||||||||||||||
Stock option granted during the period | $ 337,064 | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,500,000 | |||||||||||||||||||||||||||
Increased percentage of common stock shares outstanding | 2.50% | |||||||||||||||||||||||||||
Number of stock options granted during the period | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||
Common stock exercisable price percentage | 110.00% | |||||||||||||||||||||||||||
Option term | 5 years | |||||||||||||||||||||||||||
Option exercise price per share | $ 0.539 | $ 0.539 | ||||||||||||||||||||||||||
Percentage of option vested | 25.00% | |||||||||||||||||||||||||||
Stock option granted during the period | $ 253,023 | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Employees [Member] | ||||||||||||||||||||||||||||
Number of stock options granted during the period | 150,000 | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Beneficiary Ownership [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Minority interest percentage | 10.00% | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2019 [Member] | ||||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,394,131 | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 31, 2019 [Member] | ||||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 44,131 | |||||||||||||||||||||||||||
Number of stock options granted during the period | 1,350,000 | |||||||||||||||||||||||||||
2018 Gaucho Plan [Member] | ||||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,505,000 | |||||||||||||||||||||||||||
Number of stock options granted during the period | 6,495,000 | |||||||||||||||||||||||||||
2018 Gaucho Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Number of common stock shares authorized | 8,000,000 | |||||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 9,000,000 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.35 | |||||||||||||||||||||||||||
Gross proceeds | $ 884,750 | $ 884,750 | ||||||||||||||||||||||||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 | |||||||||||||||||||||||||||
Common stock issued in satisfaction of dividends payable | $ 3,781 | $ 3,781 | ||||||||||||||||||||||||||
Common stock issued for cash, shares | 6,071,428 | 2,527,857 | 822,000 | 22,500 | ||||||||||||||||||||||||
Common stock issued for cash, value | $ 60,714 | $ 25,279 | $ 8,220 | $ 225 | ||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 181,185 | 181,185 | 116,284 | 116,284 | 67,770 | |||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 1,812 | $ 1,163 | $ 1,163 | $ 678 | ||||||||||||||||||||||||
Common stock issued in satisfaction of deferred revenue, shares | 62,270 | |||||||||||||||||||||||||||
Common stock issued in satisfaction of deferred revenue | $ 622 | |||||||||||||||||||||||||||
Common Stock [Member] | 2018 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Number of stock options granted during the period | 1,350,000 | |||||||||||||||||||||||||||
Common Stock [Member] | 401(k) Profit Sharing Plan [Member] | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.70 | $ 0.70 | $ 0.70 | |||||||||||||||||||||||||
Common stock issued for cash, shares | 1,890,993 | |||||||||||||||||||||||||||
Common stock issued for cash, value | $ 1,323,695 | |||||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 116,284 | |||||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 81,399 | |||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, shares designated | 10,097,330 | 10,097,330 | 10,097,330 | |||||||||||||||||||||||||
Preferred stock, shares authorized | 10,097,330 | 10,097,330 | 10,097,330 | 10,097,330 | ||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, shares designated | 902,670 | 902,670 | 902,670 | |||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||||||||||||||||||||||
Preferred stock, shares outstanding | 902,670 | 902,670 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock issued for cash, shares | 775,931 | |||||||||||||||||||||||||||
Shares issued, price per share | $ 10 | |||||||||||||||||||||||||||
Gross proceeds | $ 7,759,500 | |||||||||||||||||||||||||||
Number of shares issued conversion of certain convertible promissory notes | 126,739 | |||||||||||||||||||||||||||
Preferred stock dividend rate | 8.00% | 8.00% | ||||||||||||||||||||||||||
Liquidation value per share | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||
Deemed dividends earned | $ 724,108 | $ 345,079 | ||||||||||||||||||||||||||
Dividends payable | $ 85,223 | $ 85,223 | ||||||||||||||||||||||||||
Preferred stock, amount of cumulative dividends dividends in arrears | $ 900,869 | $ 546,335 | $ 284,564 | |||||||||||||||||||||||||
Fair market value of common stock | $ 10 | |||||||||||||||||||||||||||
Shares converted into stock | 10 | |||||||||||||||||||||||||||
Preferred stock voting, description | Each share of Series B stock is entitled the number of votes determined by dividing $10 by the fair market value of the Company's common stock on the date that the Series B shares were issued, up to a maximum of ten votes per share of Series B stock | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||
Number of shares issued conversion of certain convertible promissory notes | 1,285,517 | |||||||||||||||||||||||||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 |
Temporary Equity and Stockhol_5
Temporary Equity and Stockholders' Deficiency - Schedule of Fair Value Assumption of Warrants (Details) (10-K) | Dec. 31, 2018 |
Risk Free Interest Rate [Member] | |
Warrants, measurement input, percentages | 0.0192 |
Expected Term [Member] | |
Fair value assumptions, measurement input, term | 5 years |
Expected Volatility [Member] | |
Warrants, measurement input, percentages | 0.440 |
Expected Dividend [Member] | |
Warrants, measurement input, percentages | 0 |
Forfeiture Rate[Member] | |
Warrants, measurement input, percentages | 0.050 |
Temporary Equity and Stockhol_6
Temporary Equity and Stockholders' Deficiency - Summary of Warrants Activity (Details) - Warrants [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Warrants Outstanding Beginning | 1,229,630 | 1,465,296 | 1,901,480 |
Number of Shares, Warrants Issued | 2,250 | ||
Number of Shares, Warrants exercised | |||
Number of Shares, Warrants cancelled | (237,464) | (235,666) | (438,434) |
Number of Shares, Warrants Outstanding Ending | 992,166 | 1,229,630 | 1,465,296 |
Number of Shares, Warrants Exercisable Ending | 992,166 | 1,229,630 | |
Weighted Average Exercise Price Outstanding | $ 2.15 | $ 2.17 | $ 2.20 |
Weighted Average Exercise Price Per Share Warrants Issued | 2 | ||
Weighted Average Exercise Price Per Share Warrants exercised | |||
Weighted Average Exercise Price Per Share Warrants cancelled | 2.30 | 2.30 | 2.30 |
Weighted Average Exercise Price Outstanding | 2.11 | 2.15 | $ 2.17 |
Weighted Average Exercise Price Per Share Exercisable | $ 2.11 | $ 2.15 | |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 1 year 6 months | 1 year 10 months 25 days | |
Weighted Average Remaining Contractual Life Warrants Exercisable | 1 year 6 months | 1 year 10 months 25 days | |
Aggregate Intrinsic Value Outstanding Ending | |||
Aggregate Intrinsic Value Exercisable |
Temporary Equity and Stockhol_7
Temporary Equity and Stockholders' Deficiency - Schedule of Share-based Compensation, Equity Instruments Other Than Options, by Exercise Price Range (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Number of Warrants | 992,166 | 1,229,630 |
Warrants Exercisable, Number of Warrants | 992,166 | 1,229,630 |
Range of Exercise Price 2.00 [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | $ 2 | $ 2 |
Warrants Outstanding Exercisable, Description | Common Stock | Common Stock |
Warrants Outstanding, Number of Warrants | 741,879 | 741,879 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 1 year 6 months | 2 years |
Warrants Exercisable, Number of Warrants | 741,879 | 741,879 |
Range of Exercise Price 2.30 [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | $ 2.30 | $ 2.30 |
Warrants Outstanding Exercisable, Description | Common Stock | Common Stock |
Warrants Outstanding, Number of Warrants | 61,980 | 299,444 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 6 months | 6 months |
Warrants Exercisable, Number of Warrants | 61,980 | 299,444 |
Range of Exercise Price 2.50 [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | $ 2.50 | $ 2.50 |
Warrants Outstanding Exercisable, Description | Common Stock | Common Stock |
Warrants Outstanding, Number of Warrants | 188,307 | 188,307 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 1 year 8 months 12 days | 2 years 2 months 12 days |
Warrants Exercisable, Number of Warrants | 188,307 | 188,307 |
Temporary Equity and Stockhol_8
Temporary Equity and Stockholders' Deficiency - Schedule of Fair Value Assumptions of Stock Option (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Risk free interest rate | 2.43% | 2.56% | 2.96% | 2.06% |
Expected term (years) | 5 years | |||
Expected volatility | 52.00% | 43.50% | 43.53% | 42.30% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Expected term (years) | 3 years 7 months 6 days | 3 years 7 months 6 days | 3 years 6 months | |
Maximum [Member] | ||||
Expected term (years) | 5 years | 5 years | 4 years 6 months |
Temporary Equity and Stockhol_9
Temporary Equity and Stockholders' Deficiency - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Options [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options, Outstanding, Beginning | 9,499,265 | 9,234,265 | 8,024,265 |
Number of Options, Granted | 1,350,000 | 2,830,000 | 1,395,000 |
Number of Options, Exercised | |||
Number of Options, Expired | (75,000) | (2,505,000) | (75,000) |
Number of Options, Forfeited | (3,364,890) | (60,000) | (110,000) |
Number of Options, Outstanding, Ending | 7,409,375 | 9,499,265 | 9,234,265 |
Number of Options, Exercisable, Ending | 2,849,136 | 5,232,035 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 1.65 | $ 2.18 | $ 2.39 |
Weighted Average Exercise Price, Granted | 0.39 | 0.65 | 1.10 |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Expired | 1.10 | 2.49 | 3.85 |
Weighted Average Exercise Price, Forfeited | 2.24 | 1.62 | 2.39 |
Weighted Average Exercise Price, Outstanding, Ending | 1.16 | 1.65 | $ 2.18 |
Weighted Average Exercise Price, Exercisable, Ending | $ 1.93 | $ 2.25 | |
Weighted Average Remaining Life In Years, Outstanding | 3 years | 2 years 6 months | |
Weighted Average Remaining Life In Years, Exercisable | 1 year 6 months | 1 year 3 months 19 days | |
Intrinsic Value, Outstanding | |||
Intrinsic Value, Exercisable |
Temporary Equity and Stockho_10
Temporary Equity and Stockholders' Deficiency - Schedule of Share-based Compensation, Shares Outstanding Under Stock Option Plans, by Exercise Price Range (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 7,409,375 | 9,499,265 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 1 year 5 months 23 days | 1 year 3 months 19 days |
Options Exercisable, Exercisable Number of Options | 2,849,136 | 5,232,035 |
Exercise Price Range 0.39 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 0.39 | |
Options Outstanding, Outstanding Number of Options | 1,350,000 | |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 0 years | |
Options Exercisable, Exercisable Number of Options | 0 | |
Exercise Price Range 0.54 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 0.54 | $ 0.54 |
Options Outstanding, Outstanding Number of Options | 1,500,000 | 1,500,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 0 years | 0 years |
Options Exercisable, Exercisable Number of Options | 0 | 0 |
Exercise Price Range 0.77 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 0.77 | $ 0.77 |
Options Outstanding, Outstanding Number of Options | 1,320,000 | 1,320,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 3 years 7 months 17 days | 0 years |
Options Exercisable, Exercisable Number of Options | 412,501 | 0 |
Exercise Price Range 1.10 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 1.10 | $ 1.10 |
Options Outstanding, Outstanding Number of Options | 1,070,000 | 1,370,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 3 years 4 months 17 days | 3 years 10 months 25 days |
Options Exercisable, Exercisable Number of Options | 401,260 | 342,500 |
Exercise Price Range 2.20 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 2.20 | $ 2.20 |
Options Outstanding, Outstanding Number of Options | 1,242,000 | 3,071,890 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 1 year 29 days | 1 year 6 months |
Options Exercisable, Exercisable Number of Options | 1,117,000 | 2,679,160 |
Exercise Price Range 2.48 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 2.48 | $ 2.48 |
Options Outstanding, Outstanding Number of Options | 917,375 | 2,237,375 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 1 month 27 days | 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 908,375 | 2,210,375 |
Exercise Price Range 3.30 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Weighted Exercise Average Price | $ 3.30 | |
Options Outstanding, Outstanding Number of Options | 10,000 | |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 11 months 8 days | |
Options Exercisable, Exercisable Number of Options | 10,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||||||
Opreating lease remaining term | 1 year 2 months 1 day | 1 year 2 months 1 day | ||||
Percentage of payment escalate per year | 3.00% | |||||
Operating lease expenses | $ 57,816 | $ 115,633 | ||||
Rent expenses | $ 77,548 | $ 133,386 | $ 211,271 | $ 192,237 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flows Information Related to Leases (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 118,998 |
Right-of-use assets obtained in exchange for lease obligations Operating leases | $ 361,020 |
Weighted Average Remaining Lease Term Operating leases | 1 year 2 months 1 day |
Weighted Average Discount Rate Operating leases | 8.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | Dec. 12, 2017 | Sep. 28, 2015 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments And Contingencies [Line Items] | ||||||
Lease expiration date | Aug. 31, 2020 | |||||
Operating leases, rent expense | $ 77,548 | $ 133,386 | $ 211,271 | $ 192,237 | ||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Salaries, wages and officers' compensation | $ 401,700 | |||||
Annual percentage increase of compensation | 3.00% | |||||
Board of Directors [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Reverse stock split | Five-for-one reverse stock split |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments On Operating Leases (Details) (10-K) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 240,376 |
2020 | 163,424 |
Total | $ 403,800 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 05, 2019$ / sharesshares | Jul. 23, 2019$ / sharesshares | Jul. 08, 2019$ / sharesshares | Jun. 30, 2019shares | Mar. 27, 2019USD ($)shares | Feb. 08, 2019USD ($)shares | Aug. 01, 2019USD ($)shares | Aug. 18, 2019 | Dec. 31, 2018 |
Argentine Peso to U S Currency Exchange Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Foreign currency exchange rate, translation | 42.5150 | 37.5690 | |||||||
British Pound to U S Currency Exchange Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Foreign currency exchange rate, translation | 0.7878 | 0.7851 | |||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of common stock | 2,527,857 | 2,527,857 | |||||||
Gross proceeds common stock | $ | $ 884,750 | $ 884,750 | |||||||
2018 Stock Options Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock options granted during the period | 1,350,000 | ||||||||
Subsequent Event [Member] | Argentine Peso to U S Currency Exchange Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Foreign currency exchange rate, translation | 54.8307 | ||||||||
Subsequent Event [Member] | British Pound to U S Currency Exchange Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Foreign currency exchange rate, translation | 0.8227 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of common stock | 1,571,429 | ||||||||
Gross proceeds common stock | $ | $ 550,000 | ||||||||
Subsequent Event [Member] | 2018 Stock Options Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock options granted during the period | 3,139,890 | ||||||||
Option exercise price | $ / shares | $ 0.385 | ||||||||
Stock option vesting percentage | 25.00% | ||||||||
Stock option vesting period | 3 years | ||||||||
Subsequent Event [Member] | President & CEO [Member] | 2018 Stock Options Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock options granted during the period | 2,209,890 | ||||||||
Subsequent Event [Member] | CFO [Member] | 2018 Stock Options Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock options granted during the period | 155,000 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | 2018 Stock Options Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock options granted during the period | 150,000 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | 2018 Stock Options Plan [Member] | Gaucho Group, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock options granted during the period | 100,000 | ||||||||
Option exercise price | $ / shares | $ 0.55 | ||||||||
Stock option vesting percentage | 25.00% | ||||||||
Stock option vesting period | 3 years | ||||||||
Subsequent Event [Member] | Warrant Holder [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of warrants canceled | 364,639 | ||||||||
Subsequent Event [Member] | Warrant Holder [Member] | President & CEO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of warrants canceled | 151,383 | ||||||||
Subsequent Event [Member] | Warrant Holder [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price | $ / shares | $ 2 | ||||||||
Subsequent Event [Member] | Warrant Holder [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price | $ / shares | $ 2.50 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Mar. 27, 2019USD ($)shares | Mar. 13, 2019$ / sharesshares | Feb. 08, 2019USD ($)shares | Jan. 31, 2019$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / shares | Jan. 31, 2019$ / shares | Mar. 04, 2019USD ($) | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Feb. 11, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares | Jun. 30, 2018$ / shares | Dec. 31, 2017USD ($)$ / shares | Jan. 07, 2017$ / shares |
Subsequent Event [Line Items] | |||||||||||||||
Option exercise price per share | $ 0.10 | $ 0.32 | |||||||||||||
Proceeds from issuance of debt | $ | $ 519,156 | $ 519,156 | |||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | shares | 67,770 | ||||||||||||||
Stock price per share | $ 1.09 | $ 1.09 | $ 0.70 | $ 2 | |||||||||||
Foreign currency exchange rate, translation | 37.569 | 28.880 | 18.593 | ||||||||||||
Gaucho Notes [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes | $ | $ 1,499,587 | ||||||||||||||
Accredited Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock price per share | $ 0.35 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes | $ | $ 10,500 | ||||||||||||||
Foreign currency exchange rate, translation | 43.370 | ||||||||||||||
Subsequent Event [Member] | Gaucho Notes [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Accrued interest percentage, discount | 20.00% | ||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of stock options granted during the period | shares | 450,000 | ||||||||||||||
Option exercise price per share | $ 0.385 | ||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||
Remaining vesting percentage | 75.00% | ||||||||||||||
Options expire date | Jan. 31, 2024 | ||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of stock options granted during the period | shares | 75,000 | ||||||||||||||
Option exercise price per share | $ 0.385 | $ 0.385 | |||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||
Remaining vesting percentage | 75.00% | ||||||||||||||
Options expire date | Jan. 31, 2024 | ||||||||||||||
Subsequent Event [Member] | Two Members [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of stock options granted during the period | shares | 50,000 | ||||||||||||||
Option exercise price per share | $ 0.385 | $ 0.385 | |||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||
Remaining vesting percentage | 75.00% | ||||||||||||||
Options expire date | Jan. 31, 2024 | ||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of debt | $ | $ 884,750 | $ 884,750 | |||||||||||||
Number of shares sold | shares | 2,527,857 | 2,527,857 | |||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Convertible PromissoryNotes [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of debt | $ | $ 751,000 | ||||||||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | shares | 181,185 | ||||||||||||||
Stock price per share | $ 0.35 |