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):     May 10, 2012

ATHENA SILVER CORPORATION
(Exact Name of Registrant as Specified in its Charter)

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

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

ITEM 3.02      UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.

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 on May 10, 2012:

1.  a.

On May 10, 2012, the Company entered into an Agreement to Convert Debt  pursuant to which the Claimant agreed to accept, and the Company agreed to issue, an aggregate of 1,147,324 shares of common stock, $.0001 par value (the “Common Stock” or “Shares”) in satisfaction of previously announced promissory notes and advances in the aggregate amount of  $286,831 in principal and accrued and unpaid interest (the “Debt”).

b.

The shares issued upon conversion of the Debt and were issued to one person whom is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").    The shares issued upon conversion of the Debt were “restricted securities” under the Securities Act.

c.

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

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.  The investor qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D.  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.

The issuance of the Shares in satisfaction of the Debt is described in Item 3.02(a) above.  

f.

There were no proceeds received as a result of the conversion of the Debt.

2.  a.

On May 11, 2012, the Company completed the sale of an aggregate of 240,000 shares of common stock, $.0001 par value (the “Common Stock” or “Shares”) for cash in the amount of $60,000, or $0.25 per share.  

b.

The shares issued to one person whom is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").    The shares issued upon conversion of the Debt were “restricted securities” under the Securities Act.

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c.

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

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.  The investor qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D.  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 received will be used for general operating expenses.

ITEM 9.01:     FINANCIAL STATEMENTS AND EXHIBITS

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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.

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