RDAR Raadr Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14C

(Rule 14c-101)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

RAADR, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (check the appropriate box):

RAADR, INC.

2432 West Peoria Ave, Suite 1346   u  Phoenix, Arizona 85029   u  (480) 755-0591   u  Fax: (602) 297-6658

NOTICE OF ACTION BY WRITTEN CONSENT OF MAJORITY STOCKHOLDERS

IN LIEU OF SPECIAL MEETING OF STOCKHOLDERS

May 5, 2016

To Our Stockholders:

NOTICE IS HEREBY GIVEN to inform the holders of record of shares of our common stock that on April 13, 2016, our board of directors and stockholders holding a majority of our voting shares authorized the following actions:

·

An amendment to our Articles of Incorporation to be filed with the Secretary of State of Nevada to increase the number of common shares we are authorized to issue.

There are 850,000,000 shares of our common stock authorized, of which 116,879,127 shares are issued and outstanding as of April 13, 2016.  There are 100,000,000 shares of our preferred stock authorized, of which 20 million shares have been designated as Series A Preferred Stock, with none outstanding as of April 13, 2016. 1,000,000 shares of preferred stock have been designated as Series E, with 1,000,000 shares outstanding as of April 13, 2016. 625,000 shares of preferred stock have been designated Series B as of April 13, 2016, with 324,875 shares outstanding. Each share of our common stock is entitled to one vote in connection with the matters described.

The outstanding shares of Series E preferred share have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, Jacob DiMartino, the record and beneficial owner of the Series E preferred stock, has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.

The actions have been approved by unanimous written consent our board of directors and by the written consent of the holders of a majority of our voting shares.  As a result, the foregoing actions are approved by the stockholders of the company and neither a meeting of the stockholders nor additional written consents are necessary.

We have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the common stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

The actions described will become effective at the opening of business on first day after the 20th day after the date of mailing this Information Statement (the “Effective Date”).

We are mailing the Information Statement on or about May 5, 2016 to stockholders of record of the company at the close of business on the day immediately preceding the date of mailing (the “Record Date”).

VOTING SECURITIES & OWNERSHIP THEREOF

BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists the beneficial ownership of shares of the company’s Common Stock by (i) all persons and groups known by the company to own beneficially more than 5% of the outstanding shares of the company’s Common Stock, (ii) each director and nominee, (iii) each person who held the office of Chief Executive Officer at any time during the year ended December 31, 2015, (iv) up to two executive officers other than the Chief Executive Officer who were serving as executive officers on December 31, 2015 and to whom the company paid more than $100,000 in compensation during the last fiscal year, (v) up to two additional persons to whom the company paid more than $100,000 during the last fiscal year but who were not serving as an executive officer on December 31, 2015, and (vi) all directors and officers as a group.  None of the directors, nominees, or officers of the company owned any equity security issued by the company’s subsidiaries.  Information with respect to officers, directors and their families is as of December 31, 2015 and is based on the books and records of the company and information obtained from each individual.  Information with respect to other stockholders is based upon the Schedule 13D or Schedule 13G filed by such stockholders with the Securities and Exchange Commission.  Unless otherwise stated, the business address of each individual or group is the same as the address of the company’s principal executive office.

2

(1)

The address of each person, unless otherwise noted, is 2432 West Peoria Ave, Suite 1346, Phoenix, AZ 85029.

(2)

Richard Hybner was chief executive officer from May 12, 2014 to January 17, 2015.

(3)

The natural person with dispositive authority over securities of the company is Adrian McKenzie, Managing Member, at the above address.

(4)

Jacob DiMartino owns 1,000,000 shares of Series E preferred stock of the company.  The outstanding shares of Series E preferred have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, Jacob DiMartino has 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.

(5)

Jacob DiMartino owns 100% of the outstanding Series E preferred stock of the company.

(6)

These percentages were calculated based on a total of 116,879,127 shares of our common stock outstanding as of April 13, 2016 (the date the board of directors and stockholders holding a majority of our voting shares authorized the increase in authorized shares), unless otherwise noted.

(7)

This percentage was calculated based on 324,875 shares of Series B convertible preferred stock outstanding.  

(8)

This number was calculated based on the shareholder owning 6,875,000 shares of common stock outstanding as of April 13, 2016, plus 600,000 shares of common stock issuable on conversion of Series B convertible preferred stock.  

(9)

Richard Hybner owns 37,500 shares of Series B convertible preferred stock of the company.  Each share of Series B convertible preferred stock shall be convertible at any time and from time to time into sixteen shares of common stock.

3

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the most highly compensated employees and/or executive officers who served at the end of the fiscal years December 31, 2015 and 2014, and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2015 and 2014, for services rendered in all capacities to us.  The listed individuals shall be hereinafter referred to as the “Named Executive Officers.”

(1) Richard Hybner was chief executive officer from May 12, 2014 to January 17, 2015.

(2) Jacob DiMartino has been president and a director since May 12, 2014 and chief executive officer from December 24, 2012 to May 12, 2014 and since January 18, 2015.  

Board of Directors and Committees

Each director holds office until the next annual meeting of shareholders and until his successor is elected and qualified.  At present, the Company’s bylaws require no less than one director.  Currently, there is one director of the Company.  The bylaws permit the Board of Directors to fill any vacancy and the new director may serve until the next annual meeting of shareholders and until his successor is elected and qualified.  Officers are elected by the Board of Directors and their terms of office are at the discretion of the Board.  There are no family relations among any officers or directors of the Company.  At present, the Board of Directors has established an audit, executive and compensation committees.  However, no members have been appointed to any of the committees.

Employment Agreements

Currently, we have no employment agreements with any of our Directors or Officers. However, Richard Hybner was covered by an employment agreement during the term of his employment.

Outstanding Equity Awards at Fiscal Year-End.

There were no unexercised options; stock that had not vested; or equity incentive plan awards for any of our Directors or Officers in the last two years.

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