Form 8-K

UNITED STATESSECURITIES 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 5, 2015




Athena Silver Corporation(Exact Name of Registrant as Specified in its Charter)



       Delaware       

       _000-51808         

    90-0775276

(State or other jurisdiction of incorporation)

Commission FileNumber

(I.R.S. Employer Identification number)



c/o Brian Power; 2010A Harbison Drive # 312, Vacaville, CA  95687(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

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

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

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




ITEM 2.03    CREATION OF DIRECT FINANCIAL OBLIGATION


On May 5, 2015, the Company executed a convertible promissory note (the “Note”) dated April 1, 2015 in the principal amount of $51,270.41 in favor of Clifford Neuman, the Company’s legal counsel, representing accrued and unpaid fees for past legal services.   The Note accrues interest at the rate of 6% per annum, compounded monthly, and is due on demand.  The principal and accrued interest due under the Note may be converted, at the option of the holder, into shares of the Company’s common stock at a conversion price of $0.0735 per share, which represented the market price of the Company’s common stock on the date the Note was made.  The conversion price is subject to adjustment in the event the Company sells shares of common stock or common stock equivalent at a price below the conversion price.


ITEM 8.01    OTHER EVENTS


Furnished herewith as Exhibit 19.1 is a letter to shareholders from the Company’s President and CEO, John C. Power.


ITEM 9.01:     EXHIBITS



(c)

Exhibit






Item

Title





10.1

19.1

Convertible Promissory Note

Letter to Shareholders



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.




Athena Silver Corporation



Date:  May 6, 2015

By:  _/s/ John C. Power

   John C. Power

  Chief Executive Officer/Director








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