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):     August 22, 2011

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

Delaware	_000-51808	90-0158978
(State or other jurisdiction of incorporation)	Commission File Number	(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)

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On August 22, 2011, the Board of Directors of Athena Silver Corporation (the “Company”) approved that certain Platinum Profile and Presentation Agreement with Accredited Members, Inc. (“AMI”) providing certain website and marketing services for a term of 180 days from the day the profile is first posted.  Compensation for the services to be provided by AMI total $20,000 comprised of $10,000 in cash and issuance of the Company’s stock represented by 16,949 shares valued at $0.59 per share or a total of $10,000.  

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 August 22, 2011.

1.a.

Effective August 22, 2011, the Company issued an aggregate of 16,949 shares of common stock, $.0001 par value (the “Common Stock” or “Shares”) valued at $0.59 per share (the “Securities”) in consideration of marketing services.

b.

The shares were issued to one (1) entity.  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 grant 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.    There were no proceeds received

 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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