UNITED STATES

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):     March 23, 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)



___

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 7.01

REGULATION FD DISCLOSURE


      On March 23, 2011, Athena Silver Corporation (the “Company”) issued a press release announcing completion of its Private Offering of 2,430,000  shares at $0.25 per share, or gross proceeds of  $607,500.  A copy of the press release is attached hereto.




ITEM 9.01:       EXHIBITS



 

(c)

Exhibit

   
 

Item

Title

   
 

99.1

Press Release dated March 23, 2011.


   




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:  March 23, 2011

By__/s/ John C. Power____________________

   John C. Power

  Chief Executive Officer/Director

  





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