APPRAISAL RIGHTS

Nevada law does not provide for any right of appraisal or redemption in connection with the amendment to our Articles of Incorporation.

EFFECTIVE TIME

The amendment to our Articles of Incorporation will be effective in the State of Nevada on the last to occur of the following (the “Effective Time”):

·

the date and time specified in a certificate of amendment meeting the requirements of Nevada Law, filed with the Secretary of State of Nevada; or

·

8:00 o’clock A.M. E.S.T. on the day after the twentieth day following the mailing of this Information Statement meeting the requirements of Rule 14c-101 of the Securities Act of 1934.

QUESTIONS AND ANSWERS

This Information Statement is first being sent to stockholders on or about May ___, 2016.  The following questions and answers are intended to respond to frequently asked questions concerning the increase in our authorized shares.  These questions do not, and are not intended to, address all the questions that may be important to you.  You should carefully read the entire Information Statement, as well as its appendices and the documents incorporated by reference in this Information Statement.

Q: WHY IS THE COMPANY AMENDING ITS ARTICLES OF INCORPORATION?

A:  We are amending our Articles of Incorporation in order to increase the number of shares of our common stock we are authorized to issue in order to have additional shares available in the future. See “Reasons for our Increase in Authorized Shares.”

Q: HOW WILL THE INCREASE IN AUTHORIZED SHARES AFFECT OUR ARTICLES OF INCORPORATION AND BYLAWS?

A. The increase in authorized shares will be the only change to our Articles of Incorporation or Bylaws.

Q:  WHY ISN'T THE COMPANY HOLDING A MEETING OF STOCKHOLDERS TO APPROVE THE INCREASE IN AUTHORIZED SHARES?

A:  The board of directors has already approved the increase in authorized shares and has received the written consent of our shareholders who represent a majority of our outstanding voting shares.  Under the Nevada Revised Statutes and our Articles of Incorporation, this transaction may be approved by the written consent of a majority of the shares entitled to vote.  Since we already have received confirmation that a majority of our voting shares have approved the transaction discussed herein, a formal shareholders meeting is not necessary and represents a substantial and avoidable expense.

Q:  HOW WILL THE INCREASE IN AUTHORIZED SHARES AFFECT THE NUMBER OF SHARES OF CAPITAL STOCK WE ARE AUTHORIZED TO ISSUE?

A:  The number of shares we are authorized to issue will increase to 5,100,000,000.  5,000,000,000 are common shares and 100,000,000 are preferred shares.

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Q:  HOW WILL THE INCREASE IN AUTHORIZED SHARES AFFECT OUR OWNERS, OFFICERS, DIRECTORS AND EMPLOYEES?

A:  Our officers, directors and employees will not change.  We will continue our business at the same locations and with the same assets.

Q:  HOW WILL THE ACTIONS DESCRIBED HERE AFFECT MY SECURITIES AND PERCENTAGE OF OWNERSHIP OF THE COMPANY?

A:  The action described in this Information Statement will not affect your securities or your percentage of ownership on the company.

Q:  WHO WILL PAY THE COSTS OF THE INCREASE IN AUTHORIZED SHARES?

A.  We will pay all of the costs associated with the increase of authorized shares in Nevada, including distributing this Information Statement.  We may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to the beneficial owners of our common stock.  We do not anticipate contracting for other services in connection with the increase in authorized shares.

REASONS FOR OUR INCREASE IN AUTHORIZED SHARES

We are amending our Articles of Incorporation in order to have additional shares of common stock available when opportunities arise in the future.  We have no present plans for the issuance of additional shares of common stock.

Business of Raadr Inc.

Raadr, Inc. is a software platform which allows for proactive social network monitoring, sentiment analysis and influencer discovery. For more information, please visit: www.raadr.com.

DIRECTORS AND EXECUTIVE OFFICERS

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.

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.

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(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.

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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.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act, as amended, requires our executive officers, directors and persons who beneficially own more than 10% of our Common Stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC.  Executive officers, directors, and greater-than-ten percent holders are required to furnish us with copies of all Section 16(a) forms they file.  Based solely on a review of the Forms 3 and 4 and amendments thereto furnished pursuant to Rule 16a-3(c) during its most recent fiscal year and Form 5 and amendments thereto furnished with respect to our most recent fiscal year, and any written representations to the effect that no Form 5 is required.

To the best of our knowledge, no person who, at any time during such fiscal year, was a director, officer, or beneficial owner of more than 10% of our common stock, or any other reporting person (as defined in Item 405 of Regulation S-K) (“reporting person”), failed to file on a timely basis, as disclosed in the above Forms, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal year: 2015.

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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.

ADDITIONAL INFORMATION

There have been no proposals for action submitted to the company by any stockholders other than the proposals which are the subject of this Information Statement.

CONCLUSION

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the actions and amendment. Your consent to the actions is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934, as amended.

RAADR, INC.

DATED: May __, 2016

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EXHIBIT A

FORM OF CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION