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 15, 2011
Athena Silver Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
_000-51808 |
90-0158978 |
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(State or other jurisdiction
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Commission File
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(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
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(Former name or former address, if changed since last report)
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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 |
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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 December 15, 2011.
1.a.
Effective December 15, 2011, the Company issued an aggregate of 17,500 shares of common stock, $.0001 par value (the “Common Stock” or “Shares”) valued at the then current market value per share (the “Securities”) in consideration of marketing services.
b.
The shares were issued to one (1) person. 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.
There were no proceeds received.
ITEM 9.01: EXHIBITS
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(c) |
Exhibit |
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Item |
Title |
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99.1 |
Marketing Agreement with Bill Fishkin |
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2
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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Athena Silver Corporation |
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Date: December 30, 2011_ |
By: __ /s/ John C. Power _ ____ John C. Power Chief Executive Officer/Director |
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3
210 West 6 th St
Chico, CA 95928
530-864-8790
December 1, 2011
Athena Silver Corporation
Attn: John Power
695 De Long Avenue, Suite 100
Novato, CA 94945
Agreement between Bill Fishkin. Of 210 West 6th St. Chico, CA 95928 (“Fishkin”) and Athena Silver Corporation, Box 114 sea ranch ca 95497 (“Athena”)
1 Administration
Fishkin will provide online marketing services for Athena Silver Corporation.
2. Services
Fishkin will provide services in the following areas:
I.
WEB DEVELOPMENT: Fishkin will redevelop the Athena Silver Corporation website.
II.
WEBSITE MANAGEMENT: Fishkin will manage updates and continued content management for the Athena Silver Corporation website.
III.
GOOGLE AD MANAGEMENT: Fishkin will launch and contintu to manage the Athena Silver Corporation Google AdWords advertising campaigns. Actual advertising costs will be mutually agreed upon and determined on a project by project basis. Advertising costs are the responsibility of The Athena Silver Corporation.
IV.
Fishkin will advise Athena Silver Corporation on other relevant online advertising and implement them at a mutually agreed upon rate.
3.
Pricing and Term
I.
The term of this agreement will run from the signing date on page 2 and end April 1, 2012.
II.
Fishkin will receive 17,500 common shares of Athena Silver Corporation in total and in advance for contract period for the continued website and AdWords management.
III.
At the end of the term set forth in Sections 3 I and II above parties shall discuss continuation of the engagement but neither party shall be obligated to renew the engagement.
4. Assignment
Fishkin shall not without the written consent of Athena Silver Corporation assign or subcontract this Agreement in whole or in part.
5. Full Agreement
This Agreement constitutes the full understand of the parties and supersedes all prior agreements, understandings and proposals whether written or oral. No modification of this Agreement shall be binding unless in writing and signed by all parties.
6. Waiver
This Agreement May not be modified or altered except in writing signed by the parties hereto. The rights of each party shall not be prejudiced or restricted by an indulgence or forbearance extended to the other party and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
7. Legal Interpretation
This Agreement shall be construed and applied in all aspects in accordance with the laws of the State of California.
AS WITNESS THE HANDS OF THE PARTIES
For and on behalf of The Athena Silver Corporation
/s/ John C. Power
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For and on behalf of Bill Fishkin:
/s/ Bill Fishkin
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