Camp Gladiator (CG)

Because our initiative is dependent on developing new software, technological complexities, inefficiencies, failure to achieve various deadlines, or other problems could occur that could delay the launch of one or more programs.

Our existing business and programs could decline as a result of changes in the competitive environment and competitive offerings, changes in the macroeconomic environment, or changes in consumer preferences.

Legal or regulatory issues could arise that may create financial difficulty or hardship for the company; that limit our ability to operate within, certain states or locales; or that may require what business model we operate within certain states or locales.  Such issues could include, but are not limited to, challenges to our intellectual property; tax rulings or unfavorable tax audits; lawsuits related to our programs, operations, or marketing practices; and evolving laws and regulations affecting independent contractor and "gig economy" business models.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

Our Co-Founder and Co-CEO, Jeff Davidson, has been a registered investment adviser representative and wealth manager for 20 years.  He continues to maintain an advisory practice and divides his time across both businesses. While it is our expectation that he will continue to devote as much of his business time to the management of the Company as is, it is possible that his external obligations could affect his availability for Company matters from time to time.

Additionally, Mr. Davidson’s involvement in the securities industry has certain regulatory implications that could potentially affect the Company and the offering. Mr. Davidson served as a registered representative with Equitable Advisors (“EA”) at the time of the Company’s Series A financing. Although notice of the financing was provided to EA management, formal written approval for EA’s involvement was not obtained prior to the commencement of the financing, which ultimately resulted in his being discharged from EA. FINRA subsequently made an inquiry related to the discharge, and Mr. Davidson has been working with FINRA to provide information related to the Series A financing over the past year. Potential actions that could result from the inquiry range widely, from no action, to a potential suspension or fine, and are unknown at this time.  While the exact timing of FINRA’s final determination is also unknown, it is possible that an adverse determination made prior to the completion of this offering could impact the Company’s ability to raise the full offering amount.

In 2022, the Company experienced a decline in its outdoor business due to lingering impacts from the Covid-19 pandemic. While the Company’s audited financials for 2022 are not yet complete, the Company anticipates that they will ultimately reflect a loss of approximately $8 million in 2022.  In response, the Company has significantly reduced operating expenses in order to reduce net losses going forward. The Company has also pivoted its business model and is offering new products and services that, should they succeed in gaining market traction, have the potential to further improve financial performance.