UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2010
ATHENA SILVER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | _000-51808 | 90-0158978 |
(State or other jurisdiction | Commission File | (I.R.S. Employer Identification number) |
c/o Brian Power; 2010A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (707) 884-3766
____________Golden West Brewing Company, Inc._________
(Former name or former address, if changed since last report)
___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.
The following sets forth the information required by Item 701 of Regulation S with respect to the unregistered sales of equity securities by Golden West Brewing Co., Inc., a Delaware corporation (the "Company"), completed on January 29, 2010:
a.
Effective January 29, 2010, the Company completed the sale of an aggregate of 1,095,000 shares of common stock, $.0001 par value (the “Common Stock” or “Shares”) at a purchase price of $0.10 per share (the “Securities”) in consideration of $109,500 in cash. The transaction was pursuant to a Security Purchase Agreement providing for the sale of an aggregate of 2,000,000 shares, the balance of which is to be consummated on or before March 1, 2010.
b.
The shares were issued to seven (7) persons, each of whom qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued were “restricted securities” under the Securities Act.
c.
The Company paid no fees or commissions in connection with the issuance of the Shares.
d.
The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investors each qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investors with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believed that the accredited investors obtained all information regarding the Company that they requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.
e.
Not applicable.
f.
The proceeds received were used for working capital.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Athena Silver Corporation | |
Date: February 5, 2010 | By: _/s/ John C. Power_______ John C. Power President and Chief Executive Officer |
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