UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):     December 13, 2011



MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)



       Nevada       

       _333-174287         

    27-3566922    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



P.O. Box 114, 60 Sea Walk Drive       

     The Sea Ranch, CA  95497
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:   (707) 884-3766

______________________________________________________

(Former name or former address, if changed since last report)




___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act













ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT


        Effective December 13, 2011, John D. Gibbs, a principal shareholder, made an unsecured advance to the Company in the amount of $25,000 (the “Advance”).  The Advance was due on demand and unsecured.  



ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES


The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Silver Corporation, a Delaware corporation (the "Company"), completed January 24, 2012.


1.a.

Effective January 24, 2012, the Company completed the sale of an aggregate of 5,000,000 shares of common stock, $.001 par value (the “Common Stock” or “Shares”).  2,500,000 shares were purchased for $0.01 per share in consideration of $25,000 in cash; the balance of 2,500,000 shares were issued as a result of conversion of an unsecured Advance made on December 13, 2011.


b.

The shares were issued to one (1) person who qualified as an “accredited investor” within the meaning of Rule 501(a) of Regulation D.  The shares issued were “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.


c.

The Company paid no fees or commissions in connection with the issuance of the Shares.

 

d.

The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.  We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information.  Based on our investigation, we believed that the accredited investor obtained all information regarding the Company that was requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.


e.

Not applicable.


f.

The proceeds of the sales will be used for working capital.





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SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 

Magellan Gold Corporation

 

 

Date:  January 27, 2012

By:  __/s/ John C. Power___

John C. Power, President

 

 





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