10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

Commission file number: 000-51808

ATHENA SILVER CORPORATION 

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	90-0775276 (IRS Employer Identification Number)
2010A Harbison Drive #312, Vacaville, CA (Address of principal executive offices)	95687 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ] No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ] No [ X ]

On August 14,2015, there were 36,202,320 shares of the registrant’s common stock, $.0001 par value, outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ATHENA SILVER CORPORATION
CONSOLIDATED BALANCE SHEETS
			June 30, 2015	December 31, 2014
			(unaudited)
ASSETS
Current Assets
	Cash and cash equivalents		$ 3,508	$ 8,122
	Prepaid expenses		4,695	-
		Total current assets	8,203	8,122
Mineral rights and properties - unproven			1,948,737	1,758,820
Total assets			$ 1,956,940	$ 1,766,942
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Current liabilities:
	Accounts payable		$ 54,569	$ 68,726
	Accrued liabilities		17,667	23,750
	Accrued interest		759	-
	Accrued interest - related parties		140,431	107,926
	Deed amendment liability – short-term portion		10,000	-
	Derivative liabilities		37,950	7,320
	Convertible note payable		51,270	-
	Convertible notes payable - related parties		1,386,000	1,246,000
		Total current liabilities	1,698,646	1,453,722
Deed amendment liability			130,000	-
Total liabilities			1,828,646	1,453,722
Commitments and contingencies			-	-
Shareholders' equity:
	Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding		-	-
	Common stock - $0.0001 par value; 100,000,000 shares authorized, 36,202,320 and 36,002,320 issued and outstanding		3,620	3,600
	Additional paid-in capital		6,602,028	6,580,048
	Accumulated deficit		(6,477,354)	(6,270,428)
Total shareholders' equity			128,294	313,220
Total liabilities and shareholders' equity			$ 1,956,940	$ 1,766,942

See notes to unaudited consolidated interim financial statements.

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ATHENA SILVER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
			Three months ending June 30,		Six months ending June 30,
			2015	2014	2015	2014
Operating expenses:
	Exploration costs		$ 35,586	$ -	64,257	463
	General and administrative expenses		27,507	25,119	78,777	74,310
		Total operating expenses	63,093	25,119	143,034	74,773
Operating loss			(63,093)	(25,119)	(143,034)	(74,773)
Other income (expense):
	Interest expense		(49,293)	(16,543)	(64,972)	(29,034)
	Change in fair value of derivative liabilities		80	7,930	1,080	(14,970)
		Total other income (expense)	(49,213)	(8,613)	(63,892)	(44,004)
Net loss			$ (112,306)	$ (33,732)	$ (206,926)	$ (118,777)
Basic and diluted net loss per common share
	Basic and diluted net loss per common share		$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)
Basic and diluted weighted-average Common shares outstanding			36,202,320	36,002,320	36,171,381	36,002,320

See notes to unaudited consolidated interim financial statements.

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ATHENA SILVER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
				Six months ended June 30,
				2015	2014
Cash flows from operating activities:
	Net loss			$ (206,926)	$ (118,777)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Amortization of debt discount	31,710	-
			Change in fair value of derivative liabilities	(1,080)	14,970
		Changes in operating assets and liabilities:
			Prepaid expenses	(4,695)	(300)
			Accounts payable	37,113	(9,153)
			Accrued interest – related parties	32,505	29,034
			Accrued liabilities and other liabilities	6,759	-
	Net cash used in operating activities			(104,614)	(84,226)
Cash flows from investing activities:
	Acquisition of mineral rights			(40,000)	(111,023)
	Net cash used in investing activities			(40,000)	(111,023)
Cash flows from financing activities:
	Borrowings from convertible notes payable - related parties			140,000	181,000
	Net cash provided by financing activities			140,000	181,000
Net decrease in cash				(4,614)	(14,249)
Cash at beginning of period				8,122	16,934
Cash at end of period				$ 3,508	$ 2,685
Supplemental disclosure of cash flow information
	Cash paid for interest			$ -	$ -
	Cash paid for income taxes			$ -	$ -
Supplemental disclosure of non-cash investing and financing activities:
	Decrease in accrued liabilities applicable to mineral rights			$ (12,083)	$ (42,083)
	Conversion of accounts payable to convertible note payable			$ 51,270	$ -
	Common stock issued for mineral rights			$ 22,000	$ -
	Deed amendment liabilities			$ 140,000	$ -

See notes to unaudited consolidated interim financial statements.

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ATHENA SILVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 – Organization, Basis of Presentation, and Going Concern

Athena Silver Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010.

In December 2009, we formed and organized a new wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates our mining interests.  Since its formation, we have acquired various properties and rights and are currently determining whether those rights and properties could sustain profitable mining operations.  We have not presently determined whether our mineral properties contain mineral reserves that are economically recoverable.

Our primary focus going forward will be to continue our evaluation of our properties, and the possible acquisition of additional mineral rights and additional exploration, development and permitting activities.  Our mineral lease payments, permitting applications and exploration and development efforts will require additional capital.  Further information regarding our mining properties and rights are discussed below in Note 2 – Mineral Rights and Properties.

Basis of Presentation

We prepared these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our condensed consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern.

At June 30, 2015, we had not yet achieved profitable operations and we have accumulated losses of $6,477,354 since our inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due.  On December 31, 2014 we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the line of credit to $1,500,000, which provides the Company an additional $114,000 available under the credit line at June 30, 2015.  We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock.  Currently, there are no arrangements in place for additional equity funding or new loans.

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Note 2 – Mineral Rights and Properties

Our mineral rights and mineral properties consist of:

	June 30, 2015		December 31, 2014
Mineral properties	$	156,707	$	156,707
Mineral rights – Langtry Project		1,792,030		1,602,113
Mineral rights and properties	$	1,948,737	$	1,758,820

Mineral Properties

In 2014, we purchased of 160 acres of land (“Castle Rock”), located in the eastern Calico Mining District, San Bernardino County, California. The parcel is the SE quarter of Section 25, Township 10 North, Range 1 East and is mostly surrounded by public lands. It was purchased for $21,023 in a property tax auction conducted on behalf of the County.  The eastern part of the Calico Mining District is best known for industrial minerals and is not known to have any precious metal deposits.  It is not known at this time if there has ever been any mineral exploration or production on the acquired property.

In 2012, we purchased 661 acres of land (“Section 13 Property”) in fee simple for $135,684 cash, located in San Bernardino County, California, that was sold in a property tax auction conducted on behalf of the County. The parcel is all of Section 13 located in Township 7 North, Range 4 East, San Bernardino Base & Meridian.

The Section 13 property is near the Lava Beds Mining District and has evidence of historic mining. It is adjacent to both the Silver Cliffs and Silver Bell historic mines. The property is located in the same regional geologic area known as the Western Mojave Block that includes our flagship Langtry Project. The property is approximately 28 miles southeast of our Langtry Project.

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Mineral Rights

In 2010, we entered into a 20 year Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”) granting us the exclusive right to explore, develop and conduct mining operations on a group of 20 patented mining claims consisting of approximately 413 acres that comprise our Langtry Property.   Effective November 28, 2012, December 19, 2013 and January 21, 2015, we executed Amendments No. 1, 2 and 3, respectively, to the Langtry Lease modifying certain terms.  

Under Amendment No. 3 to the Lease, the Lessor was issued 200,000 shares of restricted Athena common stock as compensation for the modifications.

The following summarizes the current significant provisions of the Lease, as amended:

·

The Lease commenced March 15, 2010, and has a term of 20 years expiring March 15, 2030; with an option to extend an additional five years to 2035, and thereafter for so long as there is Commercial Silver Production, defined as at least 100,000 troy ounces of aggregate production per year.

·

The Lease requires us to pay annual cash lease rental payments, in arrears, of $60,000 to $100,000 on March 15th of each year during the first five years of the Lease.

·

The Lease requires us to pay annual cash lease rental payments, in arrears, of $100,000 to $200,000 (or the market price of 10,000 to 20,000 troy ounces of silver, whichever is higher (the “Silver Price Link to Rent”)) on March 15th of each year during the final 15 years of the Lease (i.e. 2016 through 2030).

·

Rent for the years 2016 through 2025 is capped at $100,000 per year unless Commercial Silver Production has been achieved, in which case the Silver Price Link to Rent shall apply.

·

The annual cap on rent of $100,000 shall be eliminated, and the Silver Price Link to Rent shall apply, for any year ending December 31 (for the following March 15 rent payment) in which the London Silver Fix is $60 or more for the continuous six month period beginning July 1 and ending December 31.

·

The annual lease payment of $100,000 due on March 15, 2015 was paid $30,000 in cash and $70,000 deferred until 12 months after Commercial Silver Production is achieved.

·

The annual lease payment of $100,000 due on March 15, 2016 will be payable $40,000 in cash and $60,000 deferred until 12 months after Commercial Silver Production is achieved.

·

We have the right to eliminate the Silver Price Link to Rent from 2020 through March 15, 2026 by making a one-time payment to the Lessor in an amount equal to the London Silver Fix price of 25,000 troy ounces of silver.  The elimination of the Silver Price Link to Rent will be rescinded, however, if and when we achieve Commercial Silver Production.

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·

The lessor is entitled to a net smelter royalty of 3% of mineral production beginning in the sixth year of the Lease.

·

Upon payment in full of both the Equity Consideration (which was completed in 2013), and Cash Consideration payments totaling $1,750,000 (of which a total of $250,000 was paid during 2012 and 2013), the Lessor’s 3% net smelter royalty on production will be eliminated entirely.  Any payments already made, or made in the future, towards the Cash Consideration will reduce the 3% net smelter production royalty to the Lessor on a pro-rata basis.  The remaining optional Cash Consideration payments of $250,000, $250,000, $500,000 and $500,000 are due on January 15^th of 2017, 2018, 2019 and 2020, respectively.

·

We shall have the option to purchase the Langtry patented claims during the period beginning January 15, 2015 and ending March 15, 2020 for $10 million plus transaction costs upon 30 days written notice to the Lessor provided that all payments due to the lessor are current as of the date of the exercise of the option to purchase.

·

If we are in breach of the Lease, the Lessor will have the option to terminate the Lease by giving us 30 days written notice. The Lease also provides us with the right to terminate the Lease without penalty on March 15th of each year during the Lease term by giving the lessor 30 days written notice of termination on or before February 13th of each year.

·

The Langtry Property was also subject to a three percent (3%) net smelter royalty (“NSR”) in favor of Mobil Exploration and Producing North America Inc. (“Mobil”) from the sale of concentrates, precipitates or metals produced from ores mined from the royalty acreage. In addition, there was an additional incremental 2% royalty on net smelter proceeds from silver sales above $10.00 per troy ounce plus an additional incremental 2% royalty on net smelter proceeds from silver sales above $15.00 per troy ounce.  On May 28, 2015 the deed was amended by agreement between Mobil, the Lessor, and Athena to cap the NSR interest at 2% on all proceeds received from the sale of concentrates, precipitates, from metals produced from ores mined or extracted from the property.  In consideration for the amendment to the deed, Athena agreed to pay Mobil an amendment fee of $150,000, payable $10,000 upon execution of the amendment, with the balance of $140,000 due and payable in annual installment of $10,000 due June 1^st each year beginning in 2016.  If Athena sells its interest in the Lease or enters into an agreement, joint venture or other agreement for the exploration and development of the Langtry Property, the amendment fee shall become due and payable immediately.

During the term of the Lease, Athena Minerals has the exclusive right to develop and conduct mining operations on the Langtry Property.   Future lease payments and/or exploration and development of this property will require new equity and/or debt capital.

During the six months ended June 30, 2015 we capitalized a total of $189,917 of lease rental obligations and payments related to Amendment No. 3 of the Lease, and the deed amendment with Mobil as discussed above.  The total amount capitalized includes the issuance of 200,000 shares of Athena common stock valued at $0.11 per share issued as consideration for modifications to the Lease.  These amounts are an increase to mineral rights and properties. The Company accrues amounts monthly for Lease obligations due and paid in March each year.  For the six months ended June 30, 2015 we realized a $12,083 decrease in our accrued Lease obligations.

During the year ended December 31, 2014 we capitalized a total of $69,523 as mineral properties and rights.  This amount included the purchase of the 160 acres located in the Calico Mining District in San Bernardino County, California as discussed above in Mineral properties.  It also includes various other payments and accruals for obligations related to our Langtry lease also as discussed above. The Company accrues amounts monthly for lease obligations due and paid in March each year.  For the six months ended June 30, 2014 we realized a $42,083 decrease in our accrued lease obligations.

All commitments and obligations under the Lease have been fulfilled to date.  Future lease payments and/or exploration and development of this property will require new equity and/or debt capital.

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Note 3 - Fair Value of Financial Instruments

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	Carrying Value at		Fair Value Measurement at June 30, 2015
	June 30, 2015		Level 1		Level 2		Level 3
Derivative liability - Warrants	$	5,770	$	—	$	—	$	5,770
Derivative liability – Convertible note payable	$	32,180	$	—	$	—	$	32,180

	Carrying Value at		Fair Value Measurement at December 31, 2014
	December 31, 2014		Level 1		Level 2		Level 3
Derivative liability - Warrants	$	7,320	$	—	$	—	$	7,320

The carrying amount of cash and cash equivalents, prepaid expenses, accounts payable, and accrued liabilities, approximates fair value because of the short-term nature of these financial instruments. We are unable to estimate the fair value of amounts due to related parties, including advances payable and our credit facility to related parties, without incurring excessive costs because quoted market prices are not available, we have not developed the valuation model necessary to make these estimates, and the cost of obtaining independent valuations would be excessive.

Note 4 – Derivative Liabilities and Note Payable

Warrants:

Effective February 7, 2012, and pursuant to an Advisor Agreement with GVC Capital, LLC dated January 30, 2012, we sold and issued warrants exercisable to purchase an aggregate of 143,000 common shares at an exercise price of $0.25 per share at any time within five years of the date of their issuance in consideration of $100 cash and investor relation services with a fair value of $35,793. The warrants have anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current exercise price.

We determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. We estimate the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in our condensed consolidated statement of operations under the caption “change in fair value of derivative warrant liability” until such time as the derivative warrants are exercised or expire.

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The change in fair value of our derivative warrant liability is as follows:

Balance, December 31, 2013			$ 17,500
	Total gains (unrealized/realized)
		included in net loss	(10,180)
Balance, December 31, 2014			7,320
	Total gains (unrealized/realized)
		included in net loss	(1,550)
Balance, June 30, 2015			$ 5,770

We estimate the fair value of our derivative warrants on the date of issuance and each subsequent balance sheet date using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the warrants. Currently, we believe that the potential impact to the fair value of our derivative warrants attributable to the anti-dilution provision is insignificant and we will consider using a lattice model for purposes of valuation if and when the fair value of the anti-dilution provision becomes significant. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants.

The following table summarizes the assumptions used to value our derivative warrants at June 30, 2015:

Fair value assumptions – derivative warrants:	June 30, 2015
Risk free interest rate	0.64%
Expected term (years)	1.6
Expected volatility	139%
Expected dividends	0%

The following table summarizes the assumptions used to value our derivative warrants at December 31, 2014:

Fair value assumptions – derivative warrants:	December 31, 2014
Risk free interest rate	0.67%
Expected term (years)	2.1
Expected volatility	112%
Expected dividends	0%

Convertible Note Payable:

Effective April 1, 2015, the Company executed a convertible promissory note (the “Note”) in the principal amount of $51,270 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 quarterly, 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.

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The Note contains certain anti-dilution provisions that would reduce the conversion price should the Company issue common stock equivalents at a price less than the Note conversion price.  Accordingly, the conversion features of the Note are considered a discount to the Note.  However, since the Note is payable upon demand by the note holder, the value of the discount is considered interest expense at the time of its inception.  The Note shall be evaluated quarterly, and upon any quarterly valuations in which the value of the discount increases, we will recognize a loss due to an increase in the fair value of the derivative liability.  Therefore, we recorded a derivative liability at the Note inception, and adjusted the liability at June 30, 2015.  As a result of these valuations, $31,710 of interest expense representing the amortization of the discount was recorded during the quarter ended June 30, 2015 and $470 was recorded as a loss due to change in the fair value of the derivative.

The change in fair value of our derivative liability – convertible note payable is as follows:

Balance, December 31,2014		$ -
	Valuation at inception	31,710
	Total losses (realized/unrealized) included in net loss	470
Balance, June 30,2015		$ 32,180

We estimate the fair value of this derivative at each balance sheet date until such time the Note is paid or converted.

We estimated the fair value of the derivative on the date of issuance and at June 30, 2015 using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the Note.  Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the Note.

The following table summarizes the assumptions used to value the derivative Note discount at inception on April 1, 2015:

Fair value assumptions – derivative:	Inception: April 1, 2015
Risk free interest rate	0.27%
Expected term (years)	1.0
Expected volatility	155%
Expected dividends	0%

The following table summarizes the assumptions used to value the derivative Note discount at June 30, 2015:

Fair value assumptions – derivative:	June 30, 2015
Risk free interest rate	0.28%
Expected term (years)	1.0
Expected volatility	154%
Expected dividends	0%

A total of $759 of interest has accrued on the Note and is included in Accrued interest on the accompanying balance sheet at June 30, 2015.

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Note 5 – Convertible Notes Payable – Related Party

Notes Payable – Related Parties

Effective July 18, 2012, we entered into a Credit Agreement with Mr. Gibbs, a significant shareholder, providing us with an unsecured credit facility in the maximum amount of $1,000,000. The aggregate principal amount borrowed, together with interest at the rate of 5% per annum, was due in full on July 31, 2014, and is convertible, at the option of the lender, into common shares at a conversion price of $0.50 per share.  On December 31, 2013 we amended the credit agreement to increase the borrowing limit under the line of credit to $1,250,000 and extend the maturity date to December 31, 2014.  Again, on December 31, 2014 we amended the credit agreement to increase the borrowing limit under the line of credit to $1,500,000 and extended the maturity date to December 31, 2015.  All other provisions under the agreement remained unchanged. The Company evaluated the convertible line of credit for derivative and beneficial feature conversion and concluded that there is no beneficial conversion since the conversion price at inception was greater than the market value of shares that would be issued upon conversion.

The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).

Total principal amounts owed under the credit facility notes payable were $1,386,000 and $1,246,000 at June 30, 2015 and December 31, 2014, respectively.

Borrowings under our convertible note payable to Mr. Gibbs were $140,000 and $181,000 for the six months ended June 30, 2015 and 2014, respectively, and were generally used to pay certain mining lease obligations as discussed in Note 2 – Mineral Rights and Properties, as well as operating expenses.  No principal or interest payments were made to Mr. Gibbs during either the six months ended June 30, 2015 or 2014.

Total accrued interest on the notes payable to Mr. Gibbs were $140,431 and $107,926 at June 30, 2015 and December 31, 2014, respectively, and are included in Accrued interest - related parties on the accompanying balance sheets.

Interest Expense – Related Parties

Total related party interest expense was $32,505 and $29,034 for the six months ended June 30, 2015 and 2014, respectively. Total related party interest expense was $16,826 and $16,543 for the three months ended June 30, 2015 and 2014, respectively.  

Note 6 - Commitments and Contingencies

We are subject to various commitments and contingencies under the Langtry Lease as discussed in Note 2 – Mining Rights and Properties.  All commitments and obligations under the Lease have been fulfilled to date.

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Note 7 - Share-based Compensation

2004 Equity Incentive Plan

A summary of our stock option activity for options issued under the 2004 Equity Incentive Plan as well as options outstanding that were issued outside the Plan for the year ended December 31, 2014 and the six months ended June 30, 2015 is as follows.

Stock Options

A summary of our stock option activity for the six months ended June 30, 2015 and for the year ended December 31, 2014 is as follows:

		Shares	Weighted Average Exercise Price
Outstanding at December 31, 2013		750,000	$ 0.29
	Options granted or expired	-
Outstanding at December 31, 2014		750,000	$ 0.29
	Options granted or expired	-
Outstanding at June 30, 2015		750,000	$ 0.29

The weighted average contractual life of all outstanding options was 2.4 years at June 30, 2015.  No share based compensation expense was recorded for either the three or six months ended June 30, 2015 or 2014.

Note 8 – Related Party Transactions

Conflicts of Interests

Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. Power is a significant shareholder, director and CEO of both Athena and Magellan. Mr. Gibbs is a significant shareholder and creditor (see Note 5 – Convertible Notes Payable – Related Party), in both Athena and Magellan. Athena and Magellan are both involved in the business of acquisition and exploration of mineral resources.

Silver Saddle Resources, LLC (“Silver Saddle”) is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and Silver Saddle are both involved in the business of acquisition and exploration of mineral resources.

The existence of common ownership and common management could result in significantly different operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous.

Management Fees – Related Parties

The Company is subject to a month-to-month management agreement with Mr. Power requiring a monthly payment, in advance, of $2,500 as consideration for the day-to-day management of Athena. For each of the three and six months ended June 30, 2015 and 2014, a total of $7,500 and $15,000 was recorded as management fees and are included in general and administrative expenses in the accompanying Consolidated Statements of Operations. As of June 30, 2015 all management fees due Mr. Power had been paid.

Accrued Interest - Related Parties

At June 30, 2015 and December 31, 2014, Accrued interest - related parties represented accrued interest payable to Mr. Gibbs in the amounts of $140,431 and $107,926, respectively.

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Advances Payable - Related Parties

Mr. Power has on occasion advanced the Company funds generally utilized for day-to-day operating requirements.  These advances are non-interest bearing and are generally repaid as cash becomes available.

During the six months ended June 30, 2015 and 2014, Mr. Power advanced the Company a total of $330 and $334, respectively, all of which were repaid.  There were no outstanding advances at either June 30, 2015 or December 31, 2014.

The Company also utilizes credit cards owned by Mr. Power to pay various obligations when an online payment is required, the availability of cash is limited, or the timing of the payments is considered critical.  At June 30, 2015 no Company charges were outstanding on his credit cards.  At December 31, 2014 a total of $806 of Company charges was outstanding on his credit cards and is included in the accounts payable balance.

Note 9 - Subsequent Events

Subsequent to June 30, 2015 the Company borrowed an additional $15,000 under the credit agreement from Mr. Gibbs.

14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We use the terms “Athena,” “we,” “our,” and “us” to refer to Athena Silver Corporation and its consolidated subsidiary.

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited consolidated financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on April 3, 2015, and our interim unaudited condensed consolidated financial statements and notes thereto included with this report in Part I. Item 1.

Forward-Looking Statements

Some of the information presented in this Form 10-Q constitutes “forward-looking statements”.  These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts.  Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations.  Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.

All forward-looking statements speak only as of the date on which they are made.  We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Business Overview

We were incorporated on December 23, 2003, in Delaware and our principal business is the acquisition and exploration of mineral resources.

On March 15, 2010, we entered into a Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”) which granted us a 20 year lease to develop and conduct mining operations on a 413 acre group of 20 patented mining claims located in the Calico Mining District (the “Langtry Property”, or the “Property”), also with an option to purchase the Property. This Property is located at the base of the Calico Mountains northeast of Barstow, in San Bernardino County, California.

During the first quarter of 2011, we completed a 13-hole drilling program on our Langtry Property in an effort to validate the results of an earlier drilling program undertaken by a previous owner of the Property during the 1960’s and 1970’s and to further define silver deposits near historic workings on the Property. During the remainder of 2011 and during the first quarter of 2012, we evaluated the results of our drilling program, performed metallurgical studies and hired an independent firm to estimate our resources.   In May 2012, our independent consultant issued a N I 43-101 report following the guidelines specified by the Canadian Council of Professional Geoscientists and included a description of the Langtry Property and location, history, geological setting, deposit types, mineralization, exploration, drilling, sampling method and approach, sample preparation, analyses and security, data verification, mineral resource and mineral reserve estimates, as well as other relevant data and information.

We continue to evaluate strategies to enhance the value of our mining assets subject to restrictions based on our limited capital available under our line of credit.  Our ongoing mineral lease payments, exploration and development efforts and general and administrative expenses will require additional capital.

15

Results of Operations:

Our analysis presented below is organized to provide the information we believe will be instructive for understanding our historical performance and relevant trends going forward.  This discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q.

Results of Operations for the Three Months Ended June 30, 2015 and 2014

A summary of our results from operations is as follows:

			Three Months Ended June 30,
			2015	2014
Operating expenses:
	Exploration costs		$ 35,586	$ -
	General and administrative expenses		27,507	25,119
		Total operating expenses	63,093	25,119
Operating loss			(63,093)	(25,119)
		Total other expenses, net	(49,213)	(8,613)
Net loss			$ (112,306)	$ (33,732)

During the three months ended June 30, 2015, our net loss was $112,306 as compared to a net loss of $33,732 during the same period in 2014. The $78,574 increase in our loss was mainly attributable to an increase in our exploration costs and certain non-cash charges associated with the inception of a convertible note payable.

Operating expenses:

During the three months ended June 30, 2015, our total operating expenses increased $37,974, or 151%, from $25,119 to $63,093 for the three months ended June 30, 2014 and 2015, respectively.

During the three months ended June 30, 2015, we incurred $35,586 of exploration costs.  We incurred no exploration costs during the three months ended June 30, 2014.  Our current period exploration costs primarily consisted of legal expenses associated with the preparation and filing of a certificate of compliance with San Bernardino County regarding the Langtry project and consulting fees paid to our consulting geologist for analysis of other potential mineral opportunities.

Our general and administrative expenses increased $2,388, or 10%, from $25,119 to $27,507 for the three months ended June 30, 2014 and 2015, respectively.  The increase is primarily attributable for an application fee to San Bernardino County, as well as small increases in professional services fees.

Other income (expense):

Our total other expenses were $49,213 during the three months ended June 30, 2015, as compared to total other expenses of $8,613 during the three months ended June 30, 2014.  For the three months ended June 30, 2015 we incurred $16,826 in interest expense associated with our related party convertible notes payable.  In addition, on April 1, 2015 we agreed to convert certain amounts due our primary legal counsel to a convertible note payable in the face amount of $51,270, for which $759 of interest expense was charged for the period ended June 30, 2015.  Certain features of the convertible note payable resulted in an initial discount to the note of $31,710, which was charged to interest expense upon its inception.  The resulting liability represents a derivative liability that is evaluated at the end of each reporting period.  At June 30, 2015 our evaluation of the derivative liability resulted in a $470 increase of the liability that was recorded as a loss as a change in value of the derivative liability on the accompanying consolidated statement of operations for the three months ended June 30, 2015.

Interest expense for the three months ended June 30, 2014 was $16,543, representing interest accrued on our related party convertible notes payable.

16

Our periodic evaluation and mark-to-market of our derivative liability associated with outstanding common stock purchase warrants at June 30, 2015 resulted in a $550 decrease in the liability as compared to a $7,930 decrease in the liability for the three months ended June 30, 2014.

Results of Operations for the Six Months Ended June 30, 2015 and 2014

A summary of our results from operations is as follows:

			Six Months Ended June 30,
			2015	2014
Operating expenses:
	Exploration costs		$ 64,257	$ 463
	General and administrative expenses		78,777	74,310
		Total operating expenses	143,034	74,773
Operating loss			(143,034)	(74,773)
		Total other expenses, net	(63,892)	(44,004)
Net loss			$ (206,926)	$ (118,777)

During the six months ended June 30, 2015, our net loss was $206,926 as compared to a net loss of $118,777 during the same period in 2014. The $88,149 increase in our loss was mainly attributable to an increase in our exploration costs and certain non-cash charges associated with the inception of a convertible note payable.

Operating expenses:

During the six months ended June 30, 2015, our total operating expenses increased $68,261, or 91%, from $74,773 to $143,034 for the six months ended June 30, 2014 and 2015, respectively.

During the six months ended June 30, 2015, we incurred $64,257 of exploration costs as compared to $463 during the same period in 2014, an increase of $63,794.  Our current period exploration costs primarily consisted of legal expenses associated with the preparation and filing of a certificate of compliance with San Bernardino County regarding the Langtry project and consulting fees paid to our consulting geologist for analysis of other potential mineral opportunities.  For the three months ended June 30, 2014, exploration costs consisted of minor geological expenses associated with the Langtry project.

Our general and administrative expenses increased $4,467, or 6%, from $74,310 to $78,777 for the six months ended June 30, 2014 and 2015, respectively.  The increase is primarily attributable to increases in professional services fees.

Other income (expense):

Our total other expenses were $63,892 during the six months ended June 30, 2015, as compared to total other expenses of $44,004 during the six months ended June 30, 2014.  For the six months ended June 30, 2015 we incurred $32,505 in interest expense associated with our related party convertible notes payable.  In addition, on April 1, 2015 we agreed to convert certain amounts due our primary legal counsel to a convertible note payable in the face amount of $51,270, for which $759 of interest expense was charged for the period ended June 30, 2015.  Certain features of the convertible note payable resulted in an initial discount to the note of $31,710, which was charged to interest expense upon its inception.  The resulting liability represents a derivative liability that is evaluated at the end of each reporting period.  At June 30, 2015 our evaluation of the derivative liability resulted in a $470 increase of the liability that was recorded as a loss as a change in value of the derivative liability on the accompanying consolidated statement of operations for the six months ended June 30, 2015.

17

Interest expense for the six months ended June 30, 2014 was $29,034, representing interest accrued on our related party convertible notes payable.

Our periodic evaluations and mark-to-market of our derivative liability associated with outstanding common stock purchase warrants at June 30, 2015 have resulted in a $1,550 decrease in the liability as compared to a $14,970 increase in the liability for the six months ended June 30, 2014.

Liquidity and Capital Resources:

Liquidity 

During the six months ended June 30, 2015, we required capital principally for funding of our operating activities and required periodic mineral rights payments.  To date, we have financed our capital requirements primarily through borrowings from related parties and the sale of unregistered equity securities. We expect to meet our future financing needs and working capital and capital expenditure requirements through additional borrowings and offerings of debt or equity securities, although there can be no assurance that our future financing efforts will be successful. The terms of future financing could be highly dilutive to existing shareholders.

On June 30, 2015, we had $3,508 of cash and cash equivalents and negative working capital of $1,690,443.  This compares to cash on hand of $8,122 and negative working capital of $1,445,600 at December 31, 2014.

We have a Credit Agreement, as amended, with a significant shareholder, which provides us with an unsecured credit facility in the maximum borrowing amount of $1,500,000. The aggregate principal amount borrowed, together with interest at the rate of 5% per annum, is due in full on December 31, 2015, and is convertible, at the option of the lender, into common shares at a conversion price of $0.50 per share.

The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).  As of June 30, 2015 total borrowings under the Credit Agreement were $1,386,000.

The Langtry lease and option to purchase originated in March 2010, and has been subject to various amendments, the most recent on January 21, 2015 which, among other things, deferred certain payments due to the lessor to future years and are partially dependent upon the results of future silver production, if any.  The lease is also subject to certain future optional cash consideration payments that would provide for the elimination of a 3% net smelter production royalty due the lessor upon silver production.  The lease also provides an option for the purchase of the leased property for a one-time payment of $10 million due anytime beginning January 15, 2015 and ending March 15, 2020.  While we anticipate making the required payments on the lease in a timely manner, our ability to meet the optional payments under the lease are dependent upon available financial resources.

18

Cash Flows

A summary of our cash provided by and used in operating, investing and financing activities is as follows:

	Six Months Ended June 30,
	2015	2014
Net cash used in operating activities	$ (104,614)	$ (84,226)
Net cash used in investing activities	(40,000)	(111,023)
Net cash provided by financing activities	140,000	181,000
Net decrease in cash	(4,614)	(14,249)
Cash and cash equivalents, beginning of period	8,122	16,934
Cash and cash equivalents, end of period	$ 3,508	$ 2,685

Net cash used in operating activities:

Net cash used in operating activities was $104,614 and $84,226 during the six months ended June 30, 2015 and 2014, respectively.  

Cash used in operating activities during the six months ended June 30, 2015 mainly related to our $(206,926) net loss as adjusted for the non-cash amortization of the debt discount resulting from the conversion of certain accounts payable due our primary legal counsel into a convertible note payable, a net decrease in the fair value of our derivative liabilities of $1,080, and changes in operating assets and liabilities.  Our changes in operating assets represent certain prepaid professional service fees totaling $4,695.  Current operating liabilities were comprised of a net $76,377 increase in current liabilities applicable to operations consisting of accounts payable and accrued liabilities generally representing accrued interest on our related party convertible notes payable.

Cash used in operating activities during the six months ended June 30, 2014 mainly related to our $(118,777) net loss as adjusted for the non-cash increase in the fair value of our derivative warrant liability of $14,970 and changes in operating assets and liabilities.  Our changes in operating assets and liabilities were comprised of a $300 decrease in prepaid expenses, and a net $19,881 increase in current liabilities applicable to operations consisting of accounts payable, and accrued liabilities generally representing accrued interest on our related party convertible notes payable.

Net cash used in investing activities:

Cash used in investing activities was $(40,000) during the six months ended June 30, 2015 as compared to $(111,023) during the six months ended June 30, 2014.  

Cash used in investing activities during the six months ended June 30, 2015 primarily represents our annual lease rental payments under our Langtry Lease of $30,000.  In addition, on May 28, 2015 we successfully negotiated an amendment to the deed underlying the Langtry Lease to cap at 2% the net smelter royalty that would be due to Mobil Exploration and Producing North America Inc. (“Mobil”) from any future sales of concentrates, precipitates or metals produced from ores mined from the royalty acreage.  In consideration for the amendment, we agreed to pay an amendment fee of $150,000, with $10,000 due at the time of the agreement and the balance payable $10,000 each June 1^st until paid in full.  If we sell our interest in the Lease or enter into an agreement, joint venture or other agreement for the exploration and development of the Langtry Property, the amendment fee shall become due and payable immediately.  The initial payment of $10,000 was capitalized as mineral rights associated with the Langtry Lease.

Cash used in investing activities during the six months ended June 30, 2014 represents annual lease rental payments under our Langtry Lease of $90,000, as well as $21,023 representing cash paid for the acquisition of property located in the Calico Mining District, San Bernardino County, California in a property tax auction conducted on behalf of the County during the second quarter of 2014.

19

Net cash provided by financing activities:

Cash provided by financing activities during the six months ended June 30, 2015 was $140,000 compared to cash provided by financing activities of $181,000 during the same period in 2014, both representing borrowings under our credit agreement with a significant shareholder.  

Off Balance Sheet Arrangements:

We do not have and never had any off-balance sheet arrangements.

Recent Accounting Pronouncements

Recently issued Financial Accounting Standards Board Accounting Standards Codification guidance has either been implemented or is not significant to us.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements.  The accounting positions described below are significantly affected by critical accounting estimates.

We believe that the significant estimates, assumptions and judgments used when accounting for items and matters such as capitalized mineral rights, asset valuations, recoverability of assets, asset impairments, taxes, and other provisions were reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Mineral Rights

We have determined that our mining rights meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; and options to purchase or lease mineral properties.

If we establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The net carrying value of our mineral rights represents the fair value at the time the mineral rights were acquired less accumulated depletion and any impairment losses. Proven and probable reserves have not been established for mineral rights as of June 30, 2015. No impairment loss was recognized during either the six months ended June 30, 2015 and 2014, and mineral rights are net of $0 of impairment losses as of June 30, 2015.

Impairment of Long-lived Assets

We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

20

Exploration Costs    

Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our consolidated balance sheets.

Share-based Payments

We measure and recognize compensation expense or professional services expense for all share-based payment awards made to employees, directors and non-employee consultants based on estimated fair values. We estimate the fair value of stock options on the date of grant using the Black-Scholes-Merton option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected life of the options.

We expense share-based compensation, adjusted for estimated forfeitures, using the straight-line method over the vesting term of the award for our employees and directors and over the expected service term for our non-employee consultants. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. Our excess tax benefits, if any, cannot be credited to stockholders’ equity until the deduction reduces cash taxes payable; accordingly, we realized no excess tax benefits during any of the periods presented in the accompanying consolidated financial statements.

Income Taxes

We account for income taxes through the use of the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and for income tax carry-forwards. A valuation allowance is recorded to the extent that we cannot conclude that realization of deferred tax assets is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

We follow a two-step approach to recognizing and measuring tax benefits associated with uncertain tax positions taken, or expected to be taken in a tax return. The first step is to determine if, based on the technical merits, it is more likely than not that the tax position will be sustained upon examination by a taxing authority, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement with a taxing authority. We recognize interest and penalties, if any, related to uncertain tax positions in our provision for income taxes in the consolidated statements of operations. To date, we have not recognized any tax benefits from uncertain tax positions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of a material weakness in our internal control over financial reporting due to lack of segregation of duties and a limited corporate governance structure as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2014.

 While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

There have been no material changes from the risk factors disclosed in Part I. Item 1A. of our Annual Report on  Form 10-K for the year ended December 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All sales of unregistered securities were reported on Form 8-K during the period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
31		Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema**
101.CAL		XBRL Taxonomy Extension Calculation**
101.DEF		XBRL Taxonomy Extension Definition **
101.LAB		XBRL Taxonomy Extension Labels**
101.PRE		XBRL Taxonomy Extension Presentation**
____________________
*	Filed herewith
**	Furnished, not filed.

23

SIGNATURE

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
Dated: August 14, 2015	By:	_/s/ John C. Power
		John C. Power
		Chief Executive Officer, President, Chief Financial Officer, Secretary & Director (Principal Executive Officer) (Principal Accounting Officer)

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John C. Power, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of Athena Silver Corporation;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.		The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
		(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
	Date:  August  14, 2015			/s/ John C. Power_______________________
				John C. Power, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Athena Silver Corporation (the "Company") on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John C. Power, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:  August  14, 2015	_/s/ John C. Power_______________________
	John C. Power, Chief Executive Officer (Principal Executive Offiver) and Chief Financial Officer (Principal Accounting Officer)

XML

Note 8 - Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Accrued interest	$ 759
Accounts payable	54,569		$ 68,726
Credit Card
Accounts payable	0		806
Mr. Gibbs
Accrued interest	140,431		$ 107,926
Mr. Power
Advances from Related Parties	$ 330	$ 334

XML

Note 1 - Organization, Basis of Presentation, and Going Concern: Liquidity and Going Concern (Details)	66 Months Ended
	Jun. 30, 2015 USD ($)
Details
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (6,477,354)

XML

Note 7 - Share-based Compensation (Details)	6 Months Ended
	Jun. 30, 2015
Details
Weighted average contractual life of all outstanding options	2 years 4 months 24 days

XML

Note 4 - Derivative Liabilities and Note Payable

6 Months Ended

Jun. 30, 2015

Notes

Note 4 - Derivative Liabilities and Note Payable

Note 4 – Derivative Liabilities and Note Payable

Warrants:

Effective February 7, 2012, and pursuant to an Advisor Agreement with GVC Capital, LLC dated January 30, 2012, we sold and issued warrants exercisable to purchase an aggregate of 143,000 common shares at an exercise price of $0.25 per share at any time within five years of the date of their issuance in consideration of $100 cash and investor relation services with a fair value of $35,793. The warrants have anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current exercise price.

We determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. We estimate the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in our condensed consolidated statement of operations under the caption “change in fair value of derivative warrant liability” until such time as the derivative warrants are exercised or expire.

The change in fair value of our derivative warrant liability is as follows:

Balance, December 31, 2013	$   17,500
Total gains (unrealized/realized) included in net loss	(10,180)
Balance, December 31, 2014	7,320
Total gains (unrealized/realized) included in net loss	(1,550)
Balance, June 30, 2015	$   5,770

We estimate the fair value of our derivative warrants on the date of issuance and each subsequent balance sheet date using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the warrants. Currently, we believe that the potential impact to the fair value of our derivative warrants attributable to the anti-dilution provision is insignificant and we will consider using a lattice model for purposes of valuation if and when the fair value of the anti-dilution provision becomes significant. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants.

The following table summarizes the assumptions used to value our derivative warrants at June 30, 2015:

Fair value assumptions – derivative warrants:	June 30, 2015
Risk free interest rate	0.64%
Expected term (years)	1.6
Expected volatility	139%
Expected dividends	0%

The following table summarizes the assumptions used to value our derivative warrants at December 31, 2014:

Fair value assumptions – derivative warrants:	December 31, 2014
Risk free interest rate	0.67%
Expected term (years)	2.1
Expected volatility	112%
Expected dividends	0%

Convertible Note Payable:

Effective April 1, 2015, the Company executed a convertible promissory note (the “Note”) in the principal amount of $51,270 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 quarterly, 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.

The Note contains certain anti-dilution provisions that would reduce the conversion price should the Company issue common stock equivalents at a price less than the Note conversion price.  Accordingly, the conversion features of the Note are considered a discount to the Note.  However, since the Note is payable upon demand by the note holder, the value of the discount is considered interest expense at the time of its inception.  The Note shall be evaluated quarterly, and upon any quarterly valuations in which the value of the discount increases, we will recognize a loss due to an increase in the fair value of the derivative liability.  Therefore, we recorded a derivative liability at the Note inception, and adjusted the liability at June 30, 2015.  As a result of these valuations, $31,710 of interest expense representing the amortization of the discount was recorded during the quarter ended June 30, 2015 and $470 was recorded as a loss due to change in the fair value of the derivative.

The change in fair value of our derivative liability – convertible note payable is as follows:

Balance, December 31,2014	$           -
Valuation at inception	31,710
Total losses (realized/unrealized) included in net loss	470
Balance, June 30,2015	$32,180

We estimate the fair value of this derivative at each balance sheet date until such time the Note is paid or converted.

We estimated the fair value of the derivative on the date of issuance and at June 30, 2015 using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the Note.  Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the Note.

The following table summarizes the assumptions used to value the derivative Note discount at inception on April 1, 2015:

Fair value assumptions – derivative:	Inception: April 1, 2015
Risk free interest rate	0.27%
Expected term (years)	1.0
Expected volatility	155%
Expected dividends	0%

The following table summarizes the assumptions used to value the derivative Note discount at June 30, 2015:

Fair value assumptions – derivative:	June 30, 2015
Risk free interest rate	0.28%
Expected term (years)	1.0
Expected volatility	154%
Expected dividends	0%

A total of $759 of interest has accrued on the Note and is included in Accrued interest on the accompanying balance sheet at June 30, 2015.

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Note 3 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Derivative warrant liability	$ 5,770	$ 7,320
Derivative liability - Convertible note payable	32,180
Fair Value, Inputs, Level 3
Derivative warrant liability	5,770	$ 7,320
Derivative liability - Convertible note payable	$ 32,180

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Note 2 - Mineral Rights and Properties (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Mineral rights - Langtry Project
Noncash or Part Noncash Acquisition, Description	we entered into a 20 year Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”) granting us the exclusive right to explore, develop and conduct mining operations on a group of 20 patented mining claims
Mineral rights and properties
Operating Leases, Rent Expense	$ 189,917	$ 69,523

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Note 4 - Derivative Liabilities and Note Payable: Schedule of Change in fair value of derivative warrant liability (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Details
Derivative Warrant Liability, Fair Value, Starting Balance	$ (7,320)	$ (17,500)
Derivative Warrant Liability, Fair Value, Total (gains) or losses (realized/unrealized) included in net income (loss)	(1,550)	(10,180)
Derivative Warrant Liability, Fair Value, Ending Balance	$ (5,770)	$ (7,320)

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Note 4 - Derivative Liabilities and Note Payable: Schedule of Assumptions used to value derivative warrants (Details) - Derivative Warrants	Jun. 30, 2015	Dec. 31, 2014
Fair Value Assumptions, Risk Free Interest Rate	0.64%	0.67%
Fair Value Assumptions, Expected Term	1 year 7 months 6 days	2 years 1 month 6 days
Fair Value Assumptions, Expected Volatility Rate	139.00%	112.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%

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Note 3 - Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2015

Notes

Note 3 - Fair Value of Financial Instruments:

Note 3 - Fair Value of Financial Instruments

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	Carrying Value at June 30, 2015		Fair Value Measurement at June 30, 2015
			Level 1		Level 2		Level 3
Derivative liability - Warrants	$	5,770	$	—	$	—	$	5,770
Derivative liability – Convertible note payable	$	32,180	$	—	$	—	$	32,180

	Carrying Value at December 31, 2014		Fair Value Measurement at December 31, 2014
			Level 1		Level 2		Level 3
Derivative liability - Warrants	$	7,320	$	—	$	—	$	7,320

The carrying amount of cash and cash equivalents, prepaid expenses, accounts payable, and accrued liabilities, approximates fair value because of the short-term nature of these financial instruments. We are unable to estimate the fair value of amounts due to related parties, including advances payable and our credit facility to related parties, without incurring excessive costs because quoted market prices are not available, we have not developed the valuation model necessary to make these estimates, and the cost of obtaining independent valuations would be excessive.

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Note 4 - Derivative Liabilities and Note Payable (Details) - USD ($)	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Derivative Note discount
Fair Value Assumptions, Risk Free Interest Rate	0.28%	0.27%
Fair Value Assumptions, Expected Term	1 year	1 year
Fair Value Assumptions, Expected Volatility Rate	154.00%	155.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%
Derivative Note, Accrued Interest	$ 759
Derivative Warrants
Fair Value Assumptions, Risk Free Interest Rate	0.64%		0.67%
Fair Value Assumptions, Expected Term	1 year 7 months 6 days		2 years 1 month 6 days
Fair Value Assumptions, Expected Volatility Rate	139.00%		112.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%		0.00%

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Note 9 - Subsequent Events (Details)	6 Months Ended
	Jun. 30, 2015
Event 1
Subsequent Event, Description	Company borrowed an additional $15,000 under the credit agreement from Mr. Gibbs.

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CONSOLIDATED BALANCE SHEETS (June 30, 2015 Unaudited) - USD ($)		Jun. 30, 2015		Dec. 31, 2014
Current Assets
Cash and cash equivalents		$ 3,508		$ 8,122
Prepaid expenses		4,695
Total current assets		8,203		8,122
Mineral rights and properties - unproven		1,948,737		1,758,820
Total assets		1,956,940		1,766,942
Current liabilities:
Accounts payable		54,569		68,726
Accrued liabilities		17,667		23,750
Accrued interest		759
Accrued interest - related parties		140,431		107,926
Deed amendment liability - short-term portion		10,000
Derivative warrant liability		37,950		7,320
Convertible note payable		51,270
Convertible notes payable - related parties		1,386,000		1,246,000
Total current liabilities		1,698,646		$ 1,453,722
Deed Amendment Liability		$ 130,000
Commitments and contingencies
Shareholders' equity:
Preferred stock	[1]
Common stock		$ 3,620	[2]	$ 3,600	[3]
Additional paid-in capital		6,602,028		6,580,048
Accumulated deficit		(6,477,354)		(6,270,428)
Total shareholders' equity		128,294		313,220
Total liabilities and shareholders' equity		$ 1,956,940		$ 1,766,942

[1] Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding.

[2] Common stock, $0.0001 par value; 100,000,000 shares authorized, 36,202,320 issued and outstanding.

[3] Common stock, $0.0001 par value; 100,000,000 shares authorized, 36,002,320 issued and outstanding.

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Note 1 - Organization, Basis of Presentation, and Going Concern

6 Months Ended

Jun. 30, 2015

Notes

Note 1 - Organization, Basis of Presentation, and Going Concern:

Note 1 – Organization, Basis of Presentation, and Going Concern:

Athena Silver Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010.

In December 2009, we formed and organized a new wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates our mining interests.  Since its formation, we have acquired various properties and rights and are currently determining whether those rights and properties could sustain profitable mining operations.  We have not presently determined whether our mineral properties contain mineral reserves that are economically recoverable.

Our primary focus going forward will be to continue our evaluation of our properties, and the possible acquisition of additional mineral rights and additional exploration, development and permitting activities.  Our mineral lease payments, permitting applications and exploration and development efforts will require additional capital.  Further information regarding our mining properties and rights are discussed below in Note 2 – Mineral Rights and Properties.

Basis of Presentation

We prepared these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our condensed consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern.

At June 30, 2015, we had not yet achieved profitable operations and we have accumulated losses of $6,477,354 since our inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due.  On December 31, 2014 we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the line of credit to $1,500,000, which provides the Company an additional $114,000 available under the credit line at June 30, 2015.  We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock.  Currently, there are no arrangements in place for additional equity funding or new loans.

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Note 5 - Convertible Notes Payable - Related Parties (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
John D. Gibbs, a significant shareholder
Line of Credit Facility, Initiation Date	Jul. 18, 2012
Line of Credit Facility, Affiliated Borrower	Mr. Gibbs, a significant shareholder
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,000,000
Line of Credit Facility, Interest Rate Description	5%
Line of Credit Facility, Expiration Date	Jul. 31, 2014
Line of Credit Facility, Covenant Compliance	contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).
Line of Credit Facility, Fair Value of Amount Outstanding	$ 1,386,000		$ 1,246,000
Deposit Liabilities, Accrued Interest	140,431		$ 107,926
Related Parties
Interest Expense	$ 32,505	$ 29,034

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Note 4 - Derivative Liabilities and Note Payable: Schedule of assumptions used to value Derivative Note discount (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of assumptions used to value Derivative Note discount

Fair value assumptions – derivative:	Inception: April 1, 2015
Risk free interest rate	0.27%
Expected term (years)	1.0
Expected volatility	155%
Expected dividends	0%

The following table summarizes the assumptions used to value the derivative Note discount at June 30, 2015:

Fair value assumptions – derivative:	June 30, 2015
Risk free interest rate	0.28%
Expected term (years)	1.0
Expected volatility	154%
Expected dividends	0%

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Note 7 - Share-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) - Jun. 30, 2015 - $ / shares	Total
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.29
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.29

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Note 1 - Organization, Basis of Presentation, and Going Concern (Details)	6 Months Ended
	Jun. 30, 2015
Details
Entity Incorporation, State Country Name	Delaware
Entity Incorporation, Date of Incorporation	Dec. 23, 2003

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Note 2 - Mineral Rights and Properties

6 Months Ended

Jun. 30, 2015

Notes

Note 2 - Mineral Rights and Properties:

Note 2 – Mineral Rights and Properties

Our mineral rights and mineral properties consist of:

	June 30, 2015		December 31, 2014
Mineral properties	$	156,707	$	156,707
Mineral rights – Langtry Project		1,792,030		1,602,113
Mineral rights and properties	$	1,948,737	$	1,758,820

Mineral Properties

In 2014, we purchased of 160 acres of land (“Castle Rock”), located in the eastern Calico Mining District, San Bernardino County, California. The parcel is the SE quarter of Section 25, Township 10 North, Range 1 East and is mostly surrounded by public lands. It was purchased for $21,023 in a property tax auction conducted on behalf of the County.  The eastern part of the Calico Mining District is best known for industrial minerals and is not known to have any precious metal deposits.  It is not known at this time if there has ever been any mineral exploration or production on the acquired property.

In 2012, we purchased 661 acres of land (“Section 13 Property”) in fee simple for $135,684 cash, located in San Bernardino County, California, that was sold in a property tax auction conducted on behalf of the County. The parcel is all of Section 13 located in Township 7 North, Range 4 East, San Bernardino Base & Meridian.

The Section 13 property is near the Lava Beds Mining District and has evidence of historic mining. It is adjacent to both the Silver Cliffs and Silver Bell historic mines. The property is located in the same regional geologic area known as the Western Mojave Block that includes our flagship Langtry Project. The property is approximately 28 miles southeast of our Langtry Project.

Mineral Rights

In 2010, we entered into a 20 year Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”) granting us the exclusive right to explore, develop and conduct mining operations on a group of 20 patented mining claims consisting of approximately 413 acres that comprise our Langtry Property.   Effective November 28, 2012, December 19, 2013 and January 21, 2015, we executed Amendments No. 1, 2 and 3, respectively, to the Langtry Lease modifying certain terms.

Under Amendment No. 3 to the Lease, the Lessor was issued 200,000 shares of restricted Athena common stock as compensation for the modifications.

The following summarizes the current significant provisions of the Lease, as amended:

The Lease commenced March 15, 2010, and has a term of 20 years expiring March 15, 2030; with an option to extend an additional five years to 2035, and thereafter for so long as there is Commercial Silver Production, defined as at least 100,000 troy ounces of aggregate production per year.

·         The Lease requires us to pay annual cash lease rental payments, in arrears, of $60,000 to $100,000 on March 15th of each year during the first five years of the Lease.

·         The Lease requires us to pay annual cash lease rental payments, in arrears, of $100,000 to $200,000 (or the market price of 10,000 to 20,000 troy ounces of silver, whichever is higher (the “Silver Price Link to Rent”)) on March 15th of each year during the final 15 years of the Lease (i.e. 2016 through 2030).

·         Rent for the years 2016 through 2025 is capped at $100,000 per year unless Commercial Silver Production has been achieved, in which case the Silver Price Link to Rent shall apply.

·         The annual cap on rent of $100,000 shall be eliminated, and the Silver Price Link to Rent shall apply, for any year ending December 31 (for the following March 15 rent payment) in which the London Silver Fix is $60 or more for the continuous six month period beginning July 1 and ending December 31.

·         The annual lease payment of $100,000 due on March 15, 2015 was paid $30,000 in cash and $70,000 deferred until 12 months after Commercial Silver Production is achieved.

·         The annual lease payment of $100,000 due on March 15, 2016 will be payable $40,000 in cash and $60,000 deferred until 12 months after Commercial Silver Production is achieved.

·         We have the right to eliminate the Silver Price Link to Rent from 2020 through March 15, 2026 by making a one-time payment to the Lessor in an amount equal to the London Silver Fix price of 25,000 troy ounces of silver.  The elimination of the Silver Price Link to Rent will be rescinded, however, if and when we achieve Commercial Silver Production.

·         The lessor is entitled to a net smelter royalty of 3% of mineral production beginning in the sixth year of the Lease.

·         Upon payment in full of both the Equity Consideration (which was completed in 2013), and Cash Consideration payments totaling $1,750,000 (of which a total of $250,000 was paid during 2012 and 2013), the Lessor’s 3% net smelter royalty on production will be eliminated entirely.  Any payments already made, or made in the future, towards the Cash Consideration will reduce the 3% net smelter production royalty to the Lessor on a pro-rata basis.  The remaining optional Cash Consideration payments of $250,000, $250,000, $500,000 and $500,000 are due on January 15^th of 2017, 2018, 2019 and 2020, respectively.

·         We shall have the option to purchase the Langtry patented claims during the period beginning January 15, 2015 and ending March 15, 2020 for $10 million plus transaction costs upon 30 days written notice to the Lessor provided that all payments due to the lessor are current as of the date of the exercise of the option to purchase.

·         If we are in breach of the Lease, the Lessor will have the option to terminate the Lease by giving us 30 days written notice. The Lease also provides us with the right to terminate the Lease without penalty on March 15th of each year during the Lease term by giving the lessor 30 days written notice of termination on or before February 13th of each year.

·         The Langtry Property was also subject to a three percent (3%) net smelter royalty (“NSR”) in favor of Mobil Exploration and Producing North America Inc. (“Mobil”) from the sale of concentrates, precipitates or metals produced from ores mined from the royalty acreage. In addition, there was an additional incremental 2% royalty on net smelter proceeds from silver sales above $10.00 per troy ounce plus an additional incremental 2% royalty on net smelter proceeds from silver sales above $15.00 per troy ounce.  On May 28, 2015 the deed was amended by agreement between Mobil, the Lessor, and Athena to cap the NSR interest at 2% on all proceeds received from the sale of concentrates, precipitates, from metals produced from ores mined or extracted from the property.  In consideration for the amendment to the deed, Athena agreed to pay Mobil an amendment fee of $150,000, payable $10,000 upon execution of the amendment, with the balance of $140,000 due and payable in annual installment of $10,000 due June 1^st each year beginning in 2016.  If Athena sells its interest in the Lease or enters into an agreement, joint venture or other agreement for the exploration and development of the Langtry Property, the amendment fee shall become due and payable immediately.

During the term of the Lease, Athena Minerals has the exclusive right to develop and conduct mining operations on the Langtry Property.   Future lease payments and/or exploration and development of this property will require new equity and/or debt capital.

During the six months ended June 30, 2015 we capitalized a total of $189,917 of lease rental obligations and payments related to Amendment No. 3 of the Lease, and the deed amendment with Mobil as discussed above.  The total amount capitalized includes the issuance of 200,000 shares of Athena common stock valued at $0.11 per share issued as consideration for modifications to the Lease.  These amounts are an increase to mineral rights and properties. The Company accrues amounts monthly for Lease obligations due and paid in March each year.  For the six months ended June 30, 2015 we realized a $12,083 decrease in our accrued Lease obligations.

During the year ended December 31, 2014 we capitalized a total of $69,523 as mineral properties and rights.  This amount included the purchase of the 160 acres located in the Calico Mining District in San Bernardino County, California as discussed above in Mineral properties.  It also includes various other payments and accruals for obligations related to our Langtry lease also as discussed above. The Company accrues amounts monthly for lease obligations due and paid in March each year.  For the six months ended June 30, 2014 we realized a $42,083 decrease in our accrued lease obligations.

All commitments and obligations under the Lease have been fulfilled to date.  Future lease payments and/or exploration and development of this property will require new equity and/or debt capital.

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CONSOLIDATED BALANCE SHEETS - PARENTHETICAL (June 30, 2015 Unaudited) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	36,202,320	36,002,320
Common Stock, Shares Outstanding	36,202,320	36,002,320

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Note 2 - Mineral Rights and Properties: Schedule of Mineral Rights and Properties (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Mineral Rights and Properties

	June 30, 2015		December 31, 2014
Mineral properties	$	156,707	$	156,707
Mineral rights – Langtry Project		1,792,030		1,602,113
Mineral rights and properties	$	1,948,737	$	1,758,820

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 14, 2015
Document and Entity Information:
Entity Registrant Name	Athena Silver Corporation
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	0001304409
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		36,202,320
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Trading Symbol	ahnr
Entity Incorporation, State Country Name	Delaware
Entity Incorporation, Date of Incorporation	Dec. 23, 2003

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Note 3 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

	Carrying Value at June 30, 2015		Fair Value Measurement at June 30, 2015
			Level 1		Level 2		Level 3
Derivative liability - Warrants	$	5,770	$	—	$	—	$	5,770
Derivative liability – Convertible note payable	$	32,180	$	—	$	—	$	32,180

	Carrying Value at December 31, 2014		Fair Value Measurement at December 31, 2014
			Level 1		Level 2		Level 3
Derivative liability - Warrants	$	7,320	$	—	$	—	$	7,320

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating expenses:
Exploration costs	$ 35,586		$ 64,257	$ 463
General and administrative expenses	27,507	$ 25,119	78,777	74,310
Total operating expenses	63,093	25,119	143,034	74,773
Operating Income (Loss)	(63,093)	(25,119)	(143,034)	(74,773)
Other income (expense):
Interest expense	(49,293)	(16,543)	(64,972)	(29,034)
Change in fair value of derivative warrant liability	80	7,930	1,080	(14,970)
Total other income (expense)	(49,213)	(8,613)	(63,892)	(44,004)
Net Income (Loss)	$ (112,306)	$ (33,732)	$ (206,926)	$ (118,777)
Basic and diluted net income (loss) per common share	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)
Basic and diluted weighted-average common shares outstanding	36,202,320	36,002,320	36,171,381	36,002,320

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Note 7 - Share-based Compensation

6 Months Ended

Jun. 30, 2015

Notes

Note 7 - Share-based Compensation

Note 7 - Share-based Compensation

2004 Equity Incentive Plan

A summary of our stock option activity for options issued under the 2004 Equity Incentive Plan as well as options outstanding that were issued outside the Plan for the year ended December 31, 2014 and the six months ended June 30, 2015 is as follows.

Stock Options

A summary of our stock option activity for the six months ended June 30, 2015 and for the year ended December 31, 2014 is as follows:

	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2013	750,000	$0.29
Options granted or expired	-
Outstanding at December 31, 2014	750,000	$0.29
Options granted or expired	-
Outstanding at June 30, 2015	750,000	$0.29

The weighted average contractual life of all outstanding options was 2.4 years at June 30, 2015.  No share based compensation expense was recorded for either the three or six months ended June 30, 2015 or 2014.

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Note 6 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Notes

Note 6 - Commitments and Contingencies:

Note 6 - Commitments and Contingencies

We are subject to various commitments and contingencies under the Langtry Lease as discussed in Note 2 – Mining Rights and Properties.  All commitments and obligations under the Lease have been fulfilled to date.

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Note 7 - Share-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Share-based Compensation, Stock Options, Activity

	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2013	750,000	$0.29
Options granted or expired	-
Outstanding at December 31, 2014	750,000	$0.29
Options granted or expired	-
Outstanding at June 30, 2015	750,000	$0.29

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Note 4 - Derivative Liabilities and Note Payable: Schedule of Change in fair value of derivative warrant liability (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Change in fair value of derivative warrant liability

Balance, December 31, 2013	$   17,500
Total gains (unrealized/realized) included in net loss	(10,180)
Balance, December 31, 2014	7,320
Total gains (unrealized/realized) included in net loss	(1,550)
Balance, June 30, 2015	$   5,770

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Note 1 - Organization, Basis of Presentation, and Going Concern: Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2015

Policies

Basis of Presentation

Basis of Presentation

We prepared these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

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Note 8 - Related Party Transactions

6 Months Ended

Jun. 30, 2015

Notes

Note 8 - Related Party Transactions:

Note 8 – Related Party Transactions

Conflicts of Interests

Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. Power is a significant shareholder, director and CEO of both Athena and Magellan. Mr. Gibbs is a significant shareholder and creditor (see Note 5 – Convertible Notes Payable – Related Party), in both Athena and Magellan. Athena and Magellan are both involved in the business of acquisition and exploration of mineral resources.

Silver Saddle Resources, LLC (“Silver Saddle”) is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and Silver Saddle are both involved in the business of acquisition and exploration of mineral resources.

The existence of common ownership and common management could result in significantly different operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous.

Management Fees – Related Parties

The Company is subject to a month-to-month management agreement with Mr. Power requiring a monthly payment, in advance, of $2,500 as consideration for the day-to-day management of Athena. For each of the three and six months ended June 30, 2015 and 2014, a total of $7,500 and $15,000 was recorded as management fees and are included in general and administrative expenses in the accompanying Consolidated Statements of Operations. As of June 30, 2015 all management fees due Mr. Power had been paid.

Accrued Interest - Related Parties

At June 30, 2015 and December 31, 2014, Accrued interest - related parties represented accrued interest payable to Mr. Gibbs in the amounts of $140,431 and $107,926, respectively.

Advances Payable - Related Parties

Mr. Power has on occasion advanced the Company funds generally utilized for day-to-day operating requirements.  These advances are non-interest bearing and are generally repaid as cash becomes available.

During the six months ended June 30, 2015 and 2014, Mr. Power advanced the Company a total of $330 and $334, respectively, all of which were repaid.  There were no outstanding advances at either June 30, 2015 or December 31, 2014.

The Company also utilizes credit cards owned by Mr. Power to pay various obligations when an online payment is required, the availability of cash is limited, or the timing of the payments is considered critical.  At June 30, 2015 no Company charges were outstanding on his credit cards.  At December 31, 2014 a total of $806 of Company charges was outstanding on his credit cards and is included in the accounts payable balance.

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Note 9 - Subsequent Events

6 Months Ended

Jun. 30, 2015

Notes

Note 9 - Subsequent Events

Note 9 - Subsequent Events

Subsequent to June 30, 2015 the Company borrowed an additional $15,000 under the credit agreement from Mr. Gibbs.

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Note 1 - Organization, Basis of Presentation, and Going Concern: Liquidity and Going Concern (Policies)

6 Months Ended

Jun. 30, 2015

Policies

Liquidity and Going Concern

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our condensed consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern.

At June 30, 2015, we had not yet achieved profitable operations and we have accumulated losses of $6,477,354 since our inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due.  On December 31, 2014 we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the line of credit to $1,500,000, which provides the Company an additional $114,000 available under the credit line at June 30, 2015.  We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock.  Currently, there are no arrangements in place for additional equity funding or new loans.

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Note 4 - Derivative Liabilities and Note Payable: Schedule of assumptions used to value Derivative Note discount (Details) - Derivative Note discount	Jun. 30, 2015	Mar. 31, 2015
Fair Value Assumptions, Risk Free Interest Rate	0.28%	0.27%
Fair Value Assumptions, Expected Term	1 year	1 year
Fair Value Assumptions, Expected Volatility Rate	154.00%	155.00%
Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%

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Note 4 - Derivative Liabilities and Note Payable: Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable

Balance, December 31,2014	$           -
Valuation at inception	31,710
Total losses (realized/unrealized) included in net loss	470
Balance, June 30,2015	$32,180

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Note 2 - Mineral Rights and Properties: Schedule of Mineral Rights and Properties (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Mineral properties
Property, Plant and Equipment, Gross	$ 156,707	$ 156,707
Mineral rights - Langtry Project
Property, Plant and Equipment, Gross	1,792,030	1,602,113
Mineral rights and properties
Property, Plant and Equipment, Gross	$ 1,948,737	$ 1,758,820

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net Income (Loss)	$ (112,306)	$ (206,926)	$ (118,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred financing costs		31,710
Change in fair value of derivative warrant liability		(1,080)	14,970
Changes in operating assets and liabilities:
Change in Prepaid expenses		(4,695)	(300)
Change in Accounts payable		37,113	(9,153)
Change in Accrued interest - related parties		32,505	29,034
Change in Accrued liabilities and other liabilities		6,759
Net cash used in operating activities		(104,614)	(84,226)
Cash flows from investing activities:
Acquisition of mineral rights		(40,000)	(111,023)
Net cash used in investing activities		(40,000)	(111,023)
Cash flows from financing activities:
Borrowings from notes payable - related parties		140,000	181,000
Net cash provided by financing activities		140,000	181,000
Net increase (decrease) in cash		(4,614)	(14,249)
Cash at beginning of period		8,122	16,934
Cash at end of period	3,508	3,508	2,685
Supplemental disclosure of non-cash investing and financing activities:
Increase (Decrease) in accrued liabilities applicable to mineral rights		(12,083)	$ (42,083)
Conversion of accounts payable to convertible note payable		51,270
Common stock issued for mineral rights		22,000
Deed amendment liabilities	$ 140,000	$ 140,000

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Note 5 - Convertible Notes Payable - Related Parties

6 Months Ended

Jun. 30, 2015

Notes

Note 5 - Convertible Notes Payable - Related Parties:

Note 5 – Convertible Notes Payable – Related Party

Notes Payable – Related Parties

Effective July 18, 2012, we entered into a Credit Agreement with Mr. Gibbs, a significant shareholder, providing us with an unsecured credit facility in the maximum amount of $1,000,000. The aggregate principal amount borrowed, together with interest at the rate of 5% per annum, was due in full on July 31, 2014, and is convertible, at the option of the lender, into common shares at a conversion price of $0.50 per share.  On December 31, 2013 we amended the credit agreement to increase the borrowing limit under the line of credit to $1,250,000 and extend the maturity date to December 31, 2014.  Again, on December 31, 2014 we amended the credit agreement to increase the borrowing limit under the line of credit to $1,500,000 and extended the maturity date to December 31, 2015.  All other provisions under the agreement remained unchanged. The Company evaluated the convertible line of credit for derivative and beneficial feature conversion and concluded that there is no beneficial conversion since the conversion price at inception was greater than the market value of shares that would be issued upon conversion.

The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).

Total principal amounts owed under the credit facility notes payable were $1,386,000 and $1,246,000 at June 30, 2015 and December 31, 2014, respectively.

Borrowings under our convertible note payable to Mr. Gibbs were $140,000 and $181,000 for the six months ended June 30, 2015 and 2014, respectively, and were generally used to pay certain mining lease obligations as discussed in Note 2 – Mineral Rights and Properties, as well as operating expenses.  No principal or interest payments were made to Mr. Gibbs during either the six months ended June 30, 2015 or 2014.

Total accrued interest on the notes payable to Mr. Gibbs were $140,431 and $107,926 at June 30, 2015 and December 31, 2014, respectively, and are included in Accrued interest - related parties on the accompanying balance sheets.

Interest Expense – Related Parties

Total related party interest expense was $32,505 and $29,034 for the six months ended June 30, 2015 and 2014, respectively. Total related party interest expense was $16,826 and $16,543 for the three months ended June 30, 2015 and 2014, respectively.

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Note 2 - Mineral Rights and Properties: Mineral Properties (Details) - 6 months ended Jun. 30, 2015 - Mineral properties - Section 13 Property - USD ($)	Total
Noncash or Part Noncash Acquisition, Description	, we purchased 661 acres of land (“Section 13 Property”) in fee simple
Payments for (Proceeds from) Acquisition	$ 135,684

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Note 8 - Related Party Transactions: Management Fees - Related Parties (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Mr. Power
Management Fee Expense	$ 7,500	$ 15,000

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Note 4 - Derivative Liabilities and Note Payable: Schedule of Assumptions used to value derivative warrants (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Assumptions used to value derivative warrants

Fair value assumptions – derivative warrants:	June 30, 2015
Risk free interest rate	0.64%
Expected term (years)	1.6
Expected volatility	139%
Expected dividends	0%