Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 29)*
ATHENA GOLD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
04686B 108
(CUSIP Number)
John Power, CEO/Director
2010 A Harbison Drive # 312, Vacaville, CA 95687
(707) 291-6198
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 12, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above Persons
JOHN D. GIBBS
(2) Check the Appropriate Box if a Member (a) [ x ] of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
U.S.A.
| Number of Shares | (7) Sole Voting Power 30,132,124 | |
| Beneficially Owned | (8) Shared Voting Power 0 | |
| by Each Reporting | (9) Sole Dispositive Power 30,132,124 | |
| Person With | (10)Shared Dispositive Power 0 |
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
27,932,124 shares of Common Stock
2,200,000 share of Common Stock issuable upon conversion of Common Stock Warrant
(12) Check if the Aggregate Amount in the Row (11) Excludes Certain Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11) 42.75%
(14) Type of Reporting Person* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
The class of s ecurities to which this statement relates is common stock, par value $.0001 per share (the "Common Stock") of Athena Gold Corporation, a Delaware corporation (the “Company”). The address and principal executive offices of the Company is 2010A Harbison Drive # 312, Vacaville, CA 95687.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) John
D. Gibbs; 807 Wood N Creek, Ardmore, OK 73401, President of TriPower Resources, 16 E. Street SW, Ardmore, OK 73401.
(d)-(f) The natural person referred to above is a United States Citizen. During the last five years, he has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended as follows:
Effective February 12, 2021, Mr. Gibbs purchased in a private transaction, an aggregate of 250,000 shares of $0.0001 par value common stock of the Company at a price of $0.03 per share. At various dated between April 22, 2021 and May 12, 2021 Mr. Gibbs purchased on the open market an aggregate of 57,000 shares at prices ranging from $0.08 per share to $0.10 per share. Effective May 12, 2021 Mr. Gibbs purchased in a private transaction 2,200,200 shares of $0.0001 par value common stock of the Company at a price of CANADIAN $0.08 per share. On various dates between May 13 and July 19, 2021 Mr. Gibbs purchased on the open market an aggregate of 160,000 shares at a price of $0.08 per share. Effective July 22, 2021 Mr. Gibbs purchased on the open market 1,000 shares at a price of $0.07 per share.
ITEM 4. PURPOSE OF TRANSACTION
The securities of the Company were acquired by Mr. Gibbs for investment. Mr. Gibbs reserves the right to acquire additional shares of the Company’s common stock, either in open market purchases or in private transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(a) At the close of business on August 6, 2021, Mr. Gibbs would be deemed the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of an aggregate of 30,132,124 shares, consisting of a Warrant to purchase 2,200,000 shares of common stock, 22,267,124 shares owned individually, 5,165,000 shares owned by Tri Power Resources, Inc. a corporation controlled by Mr. Gibbs and 500,000 shared owned by Redwood Microcap Fund, a company controlled by Mr. Gibbs. Mr. Gibbs The securities represent 42.75% of the issued and outstanding shares of common stock of the Company. The foregoing is based upon 68,232,320 shares of common stock issued and outstanding as of the date of this report.
(b) Mr. Gibbs has the sole voting and dispositive power with respect to all of the shares of common stock identified in Item 5(a) above, except as noted.
(c) Mr. Gibbs has not purchased or sold any shares of common stock during the past 60 days, except as disclosed herein.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
August 6, 2021 (Date) | |
|
/s/ John D. Gibbs (Signature) | |
| John D. Gibbs (Name/Title) |
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