UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended:  June 30,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period ___________ to__________Commission
      File Number:  000-49725





Constitution Mining
Corp.


(Exact
name of registrant as specified in its charter)





Nevada
            88-0455809(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)








6139 South Rural road,
      Suite 103, Tempe Arizona 85283-2929(Address
      of principal executive offices)





(480)
      820-5950(Registrant’s
      telephone number, including area code)________________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)





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 issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days [X] Yes    [ ] 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 the definitions of “large accelerated filer,”
“accelerated filer,” “non-accelerated filer,” and “a smaller reporting company”
in Rule 12b-2 of the Exchange Act.





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   [X] No





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  51,462,156 common shares as
of August 10, 2008.





Table of Contents








TABLE OF CONTENTS
            PagePART I – FINANCIAL
      INFORMATIONItem
      1.
            Consolidated Financial Statements
            3Item
      2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            4Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            14Item
      4T.
            Controls and Procedures
            15PART II – OTHER
      INFORMATIONItem
      1.
            Legal Proceedings
            16Item
      1A.
            Risk Factors
            16Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            16Item
      3.
            Defaults Upon Senior Securities
            17Item
      4.
            Submission of Matters to a Vote of Security
      Holders
            17Item
      5.
            Other Information
            17Item
      6.
            Exhibits
            17









2
 Table of Contents





PART
I - FINANCIAL INFORMATION





Item
1.        Financial
Statements





Our
      unaudited consolidated financial statements included in this Form 10-Q are
      as follows:F-1
            Unaudited
      Balance Sheet as of June 30, 2008;F-2
            Unaudited
      Statements of Operations for the three and six months ended June 30, 2008
      and 2007 and from inception on March 6, 2000 to June 30,
    2008;F-3
            Unaudited
      Statements of Cash Flows for the three and six months ended June 30, 2008
      and 2007 and from inception on March 6, 2000 to June 30,
    2008;F-4
            Unaudited Statement of Changes in Stockholders'
      Equity from inception onMarch 6, 2000to June 30, 2008;F-5
            Notes
      to Unaudited Financial Statements;








These unaudited financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and the SEC
instructions to Form 10-Q.  In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included.  Operating results for the interim period ended June 30,
2008 are not necessarily indicative of the results that can be expected for the
full year.





3
 Table of Contents




Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Consolidated
Balance Sheets


(Expressed
in U.S. Dollars)
 (Unaudited)


As
      at 30 June
              2008
            
            
            As
      at 31 December 2007
              (Audited)Assets
            
            $
            
            
            
            $CurrentCash
      and cash equivalents
            
            
            96,108
            
            
            
            54,642Amounts
      receivable
            
            
            -
            
            
            
            4,000Prepaid
      expenses
            
            
            -
            
            
            
            49,70896,108
            
            
            
            108,350Property and equipment(Note 4)
            
            
            74,506
            
            
            
            -Website development cost(Note 5)
            
            
            33,077
            
            
            
            -Unproven oil and gas
      exploration property(Note 3)
            
            
            -
            
            
            
            481,504203,691
            
            
            
            589,854LiabilitiesCurrentAccounts
      payable and accrued liabilities (Note 7)
            
            
            594,410
            
            
            
            62,787Convertible
      debentures (Note 8)
            
            
            -
            
            
            
            788,619Due
      to related party (Note 9)
            
            
            409,364
            
            
            
            11,3881,003,774
            
            
            
            862,794Stockholders’
      deficiencyCapital stock (Note
      11)Authorized300,000,000
      common shares, par value $0.001 and50,000,000
      preferred shares, par value $0.001Issued
      and outstanding30
      June 2008 – 50,462,156 common shares, par value $0.00131
      December 2007 – 48,582,300 common shares, par value $0.001
            
            
            50,462
            
            
            
            48,582Share subscriptions received in
      advance(Note 16)
            
            
            242,315
            
            
            
            -Additional
      paid in capital
            
            
            2,561,328
            
            
            
            1,247,309Deficit,
      accumulated during the development stage
            
            
            (3,654,188
            )
            
            
            (1,568,831
            )(800,083
            )
            
            
            (272,940
            )203,691
            
            
            
            589,854




Nature and Continuance of Operations(Note 1), Commitments(Note 15) and Subsequent
Events (Note 16)
 The
accompanying notes are an integral part of these financial
statements.





F -
1
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Consolidated
Statements of Operations


(Expressed
in U.S. Dollars)


(Unaudited)


For
      the period from the date of inception on 6 March 2000 to 30 June
      2008
            
            
            For
      the three month period ended 30 June 2008
            
            
            For
      the three month period ended 30 June 2007
            
            
            For
      the six month period ended 30 June 2008
            
            
            For
      the six month period ended 30 June 2007$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Operating
      expensesAcquisition
      of mineral property interest
            
            
            760,260
            
            
            
            110,000
            
            
            
            -
            
            
            
            760,260
            
            
            
            -Amortization
      expense
            
            
            173,521
            
            
            
            9,376
            
            
            
            -
            
            
            
            13,019
            
            
            
            32,100Default
      on oil and gas deposit
            
            
            25,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Exploration
      Costs
            
            
            690,615
            
            
            
            269,124
            
            
            
            1,912
            
            
            
            690,615
            
            
            
            1,912Interest
      on convertible debentures (Note 8)
            
            
            126,525
            
            
            
            -
            
            
            
            18,305
            
            
            
            -
            
            
            
            36,696Investor
      relations
            
            
            372,048
            
            
            
            176,897
            
            
            
            6,414
            
            
            
            271,890
            
            
            
            17,914Management
      fees (Note 10)
            
            
            317,812
            
            
            
            95,312
            
            
            
            50,710
            
            
            
            173,312
            
            
            
            76,680Office
      and miscellaneous (recovery)
            
            
            94,358
            
            
            
            29,050
            
            
            
            (1,846
            )
            
            
            68,491
            
            
            
            (1,003
            )Professional
      fees
            
            
            611,964
            
            
            
            166,060
            
            
            
            7,397
            
            
            
            316,309
            
            
            
            17,066Rent
            
            
            33,246
            
            
            
            10,866
            
            
            
            1,084
            
            
            
            18,163
            
            
            
            1,684Stock-based
      compensation
            
            
            625,035
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Travel
            
            
            136,843
            
            
            
            38,757
            
            
            
            -
            
            
            
            82,958
            
            
            
            -(3,967,227
            )
            
            
            (905,442
            )
            
            
            (83,976
            )
            
            
            (2,395,017
            )
            
            
            (183,049
            )Foreign
      exchange loss
            
            
            (1,746
            )
            
            
            8,456
            
            
            
            1,158
            
            
            
            301
            
            
            
            1,158Gain
      on sale of oil and gas property (Notes 3 & 8)
            
            
            307,115
            
            
            
            -
            
            
            
            -
            
            
            
            307,115
            
            
            
            -Interest
      income
            
            
            7,670
            
            
            
            254
            
            
            
            1,994
            
            
            
            2,244
            
            
            
            1,994313,039
            
            
            
            8,710
            
            
            
            3,152
            
            
            
            309,660
            
            
            
            3,152Net
      operating loss and comperhensive loss for the period
            
            
            (3,654,188
            )
            
            
            (896,732
            )
            
            
            (80,824
            )
            
            
            (2,085,357
            )
            
            
            (179,897
            )Basic
      and diluted loss per common share
            
            
            
            
            
            
            0.0018
            
            
            
            0.0017
            
            
            
            0.0042
            
            
            
            0.0038Weighted
      average number of common shares used in per share
    calculations
            
            
            
            
            
            
            50,343,244
            
            
            
            48,410,492
            
            
            
            49,758,162
            
            
            
            47,218,491










F -
2
 Table of Contents
  Constitution
Mining Corp.
 (formerly
Nordic Nickel Ltd.)
 (An
Exploration Stage Company)
 Consolidated
Statements of Cash Flows
 (Expressed
in U.S. Dollars)
 (Unaudited)
  For
      the period from the date of inception on 6 March 2000 to 30 June
      2008
              
              
              For
      the three month period ended 30 June 2008
              
              
              For
      the three month period ended 30 June 2007
              
              
              For
      the six month period ended 30 June 2008
              
              
              For
      the six month period ended
                30
      June 2007$
              
              
              
              $
              
              
              
              $
              
              
              
              $
              
              
              
              $Cash
      flows from operating activitiesLoss
      for the period
              
              
              (3,654,188
              )
              
              
              (896,732
              )
              
              
              (80,824
              )
              
              
              (2,085,357
              )
              
              
              (179,897
              )Adjustments
      to reconcile loss to net cash used by operating activitiesAccrued
      interest (Note 8)
              
              
              126,525
              
              
              
              -
              
              
              
              18,305
              
              
              
              -
              
              
              
              36,696Amortization
      (Note 3, 4 and 5)
              
              
              173,521
              
              
              
              9,376
              
              
              
              -
              
              
              
              13,019
              
              
              
              32,100Contributions
      to capital by related party – expenses
              
              
              15,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              600Shares
      issued for mineral properties
              
              
              560,000
              
              
              
              -
              
              
              
              -
              
              
              
              560,000
              
              
              
              -Shares
      issued for services (Note 11)
              
              
              49,452
              
              
              
              49,452
              
              
              
              
              
              
              
              49,452Gain
      on sale of oil & gas property (Note 3, 8 and 14)
              
              
              (307,115
              )
              
              
              -
              
              
              
              -
              
              
              
              (307,115
              )
              
              
              -Stock
      based compensation
              
              
              625,035
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Changes
      in operating assets and liabilitiesDecrease
      in deposit and prepaid expenses
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              53,708
              
              
              
              -Increase
      (decrease) in accounts payable and accrued liabilities
              
              
              594,410
              
              
              
              361,979
              
              
              
              (37,421
              )
              
              
              531,623
              
              
              
              (4,018
              )Increase
      in due to related party
              
              
              409,364
              
              
              
              242,853
              
              
              
              -
              
              
              
              397,976
              
              
              
              -(1,407,996
              )
              
              
              (233,072
              )
              
              
              (99,940
              )
              
              
              (786,694
              )
              
              
              (114,519
              )Cash
      flows from investing activitiesPurchase
      of equipment
              
              
              (80,909
              ))
              
              
              (76,442
              )
              
              
              -
              
              
              
              (80,909
              )
              
              
              -Website
      development costs
              
              
              (39,693
              )
              
              
              -
              
              
              
              -
              
              
              
              (39,693
              )
              
              
              -Purchase
      of oil and gas property (Note 3)
              
              
              (642,006
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -(762,608
              )
              
              
              (76,442
              )
              
              
              -
              
              
              
              (120,602
              )
              
              
              -Cash
      flows from financing activitiesCommon
      shares issued for cash (Note 11)
              
              
              1,359,397
              
              
              
              706,447
              
              
              
              317,800
              
              
              
              706,447
              
              
              
              502,950Convertible
      debentures (Notes 8)
              
              
              665,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Increase
      (decrease) in due to related party
              
              
              242,315
              
              
              
              (464,132
              )
              
              
              (298
              )
              
              
              242,315
              
              
              
              (298
              )2,266,712
              
              
              
              242,315
              
              
              
              317,502
              
              
              
              948,762
              
              
              
              502,652Increase
      in cash and cash equivalents
              
              
              96,108
              
              
              
              (67,199
              )
              
              
              217,562
              
              
              
              41,466
              
              
              
              388,133Cash
      and cash equivalents, beginning of period
              
              
              -
              
              
              
              163,307
              
              
              
              198,044
              
              
              
              54,642
              
              
              
              27,473Cash
      and cash equivalents, end of period
              
              
              96,108
              
              
              
              96,108
              
              
              
              415,606
              
              
              
              96,108
              
              
              
              415,606
 
 Supplemental Disclosures with Respect
to Cash Flows(Note 14)
    
 F -
3
 Table of Contents
 
 Constitution
Mining Corp.
 (formerly
Nordic Nickel Ltd.)
 (An
Exploration Stage Company)
 Consolidated
Statements of Changes in Stockholders’ Deficiency
 (Expressed
in U.S. Dollars)
 (Unaudited)
  Number
      of shares issued
              
              
              Share
      capital
              
              
              Additional
                paid-in
      capital
              
              
              Share
      subscriptions received in advance/share receivables
              
              
              Deficit,
      accumulated during the exploration stage
              
              
              Total
      stockholders’ deficiency$
              
              
              
              $
              
              
              
              $
              
              
              
              $
              
              
              
              $Balance
      at 6 March 2000 (inception)Common
      shares issued – cash
              
              
              2,000,000
              
              
              
              2,000
              
              
              
              1,000
              
              
              
              -
              
              
              
              -
              
              
              
              3,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,291
              )
              
              
              (2,291
              )Balance
      at 31 December 2000
              
              
              2,000,000
              
              
              
              2,000
              
              
              
              1,000
              
              
              
              -
              
              
              
              (2,291
              )
              
              
              709Common
      shares issued – cash
              
              
              5,000,000
              
              
              
              5,000
              
              
              
              42,000
              
              
              
              -
              
              
              
              -
              
              
              
              47,000Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,571
              )
              
              
              (10,571
              )Balance
      at 31 December 2001
              
              
              7,000,000
              
              
              
              7,000
              
              
              
              43,000
              
              
              
              -
              
              
              
              (12,862
              )
              
              
              37,138Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,097
              )
              
              
              (12,097
              )Balance
      at 31 December 2002
              
              
              7,000,000
              
              
              
              7,000
              
              
              
              43,000
              
              
              
              -
              
              
              
              (24,959
              )
              
              
              25,041Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (11,019
              )
              
              
              (11,019
              )Balance
      at 31 December 2003
              
              
              7,000,000
              
              
              
              7,000
              
              
              
              43,000
              
              
              
              -
              
              
              
              (35,978
              )
              
              
              14,0223
      for 1 forward split
              
              
              14,000,000
              
              
              
              14,000
              
              
              
              (14,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (6,451
              )
              
              
              (6,451
              )Balance
      at 31 December 2004
              
              
              21,000,000
              
              
              
              21,000
              
              
              
              29,000
              
              
              
              -
              
              
              
              (42,429
              )
              
              
              7,5712
      for 1 forward split
              
              
              21,000,000
              
              
              
              21,000
              
              
              
              (21,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (18,338
              )
              
              
              (18,338
              )Balance
      at 31 December 2005
              
              
              42,000,000
              
              
              
              42,000
              
              
              
              8,000
              
              
              
              -
              
              
              
              (60,767
              )
              
              
              (10,767
              )Common
      shares issued –  cash
              
              
              4,000,000
              
              
              
              4,000
              
              
              
              76,000
              
              
              
              -
              
              
              
              -
              
              
              
              80,000Contributions
      to capital by related party – expenses
              
              
              -
              
              
              
              -
              
              
              
              14,400
              
              
              
              -
              
              
              
              -
              
              
              
              14,400Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (289,343
              )
              
              
              (289,343
              )Balance
      at 31 December 2006
              
              
              46,000,000
              
              
              
              46,000
              
              
              
              98,400
              
              
              
              -
              
              
              
              (350,110
              )
              
              
              (205,710
              )Contributions
      to capital by related party – expenses
              
              
              -
              
              
              
              -
              
              
              
              600
              
              
              
              -
              
              
              
              -
              
              
              
              600Common
      shares issued –  debt
              
              
              1,145,300
              
              
              
              1,145
              
              
              
              21,761
              
              
              
              -
              
              
              
              -
              
              
              
              22,906Common
      shares issued –  cash
              
              
              1,437,000
              
              
              
              1,437
              
              
              
              501,513
              
              
              
              -
              
              
              
              -
              
              
              
              502,950Stock-based
      compensation (Note 12)
              
              
              -
              
              
              
              -
              
              
              
              625,035
              
              
              
              -
              
              
              
              -
              
              
              
              625,035Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,218,721
              )
              
              
              (1,218,721
              )Balance
      at 31 December 2007
              
              
              48,582,300
              
              
              
              48,582
              
              
              
              1,247,309
              
              
              
              -
              
              
              
              (1,568,831
              )
              
              
              (272,940
              )Common
      shares issued –  mineral properties (Note 11)
              
              
              800,000
              
              
              
              800
              
              
              
              559,200
              
              
              
              -
              
              
              
              -
              
              
              
              560,000Common
      shares issued –  cash
              
              
              1,009,211
              
              
              
              1,009
              
              
              
              705,438
              
              
              
              -
              
              
              
              -
              
              
              
              706,447Common
      shares issued –  services (Note 11)
              
              
              70,645
              
              
              
              71
              
              
              
              49,381
              
              
              
              -
              
              
              
              -
              
              
              
              49,452Share
      subscription received in advance (Note 16)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              242,315
              
              
              
              -
              
              
              
              242,315Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,085,357
              )
              
              
              (2,085,357
              )Balance
      at 30 June 2008
              
              
              50,462,156
              
              
              
              50,462
              
              
              
              2,561,328
              
              
              
              242,315
              
              
              
              (3,654,188
              )
              
              
              (800,083
              )














F -
4
 Table of Contents





Constitution Mining
Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Consolidated Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





1. Nature
and Continuance of Operations





Constitution
Mining Corp. (the “Company”) was incorporated in the State of Nevada under the
name “Crafty Admiral Enterprises, Ltd.” on 6 March 2000. On 9 March 2007 the
Company changed their name to “Nordic Nickel Ltd.”. The Company changed their
name pursuant to a parent/subsidiary merger between the Company (as “Crafty
Admiral Enterprises, Ltd.”) and its wholly-owned non-operating subsidiary,
Nordic Nickel Ltd., which was established for the purpose of giving effect to
this name change. On 15 November 2007 the Company changed their name to
“Constitution Mining Corp.”. The Company changed their name pursuant to a
parent/subsidiary merger between the Company (as “Nordic Nickel Ltd.”) and its
wholly-owned non-operating subsidiary, Constitution Mining Corp., which was
established for the purpose of giving effect to this name change. The Company is
in the currently in the exploration stage of its operations and no revenue has
been generated to date.





The
Company is a development stage enterprise, as defined in Statements of Financial
Accounting Standards (“SFAS”) No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principle
operations have not commenced, and, accordingly, no revenue has been derived
during the organization period.





The
Company’s financial statements as at 30 June 2008 and for the six month period
then ended have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business.  The Company had a loss of $2,085,357 for
six month period ended 30 June 2008 (2007 - $179,897) and has working capital
deficit of $907,666 at 30 June  2008 (31 December 2007 -
$754,444).





Management
cannot provide assurance that the Company will ultimately achieve profitable
operations or become cash flow positive, or raise additional debt and/or equity
capital.  Management believes that the Company’s capital resources
should be adequate to continue operating and maintaining its business strategy
during the fiscal year ending 31 December 2008.  However, if the
Company is unable to raise additional capital in the near future, due to the
Company’s liquidity problems, management expects that the Company will need to
curtail operations, liquidate assets, seek additional capital on less favorable
terms and/or pursue other remedial measures.  These financial
statements do not include any adjustments related to the recoverability and
classification of assets or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.





On 27
June 2006, the Company acquired a 100% interest in a mineral, oil and gas
property lease located in St. Francis County, Arkansas (the “Tombaugh Lease”)
for cash payment of $642,006. Since acquiring our interest under the Tombaugh
Lease, the Company shifted its focus from the oil and gas sector to seeking
business opportunities in relation to nickel deposits in selected Nordic
regions. We were not successful pursuing business opportunities developing
nickel deposit in the Nordic regions, and again sought to reorganize our
operations in November 2007.  Since November 2007 our current focus is
on the acquisition and development of our interests in mining properties located
in South America.







F -
5
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008






Although
management is currently attempting to implement its business plan, and is
seeking additional sources of equity or debt financing and or a partner there is
no assurance these activities will be successful.   This raises
substantial doubt about the ability of the Company to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





2. Significant
Accounting Policies





The
following is a summary of significant accounting policies used in the
preparation of these financial statements.





Basis
of presentation and consolidation





The
accounting and reporting policies of the Company conform to the accounting
principles generally accepted in the United States of America applicable to
development stage enterprises and are expressed in U.S. dollars.  The
Company’s fiscal year-end is 31 December.





These
consolidated financial statements include the accounts of the Company’s wholly
owned subsidiaries, Constitution Mining Argentina SA, a company incorporated
under the laws of Argentina, since its date of incorporation on 4 March 2008.
All inter-company balances and transactions have been eliminated on
consolidation.





Cash
and cash equivalents





Cash and
cash equivalents include highly liquid investments with original maturities of
three months or less.





Financial
instruments





The
carrying value of cash, accounts payable and accrued liabilities, amounts due to
related parties and convertible debentures payable approximates their fair value
because of the short maturity of these instruments.  The Company’s
operations are in Canada and virtually all of its assets and liabilities are
giving rise to significant exposure to market risks from changes in foreign
currency rates.  The Company’s financial risk is the risk that arises
from fluctuations in foreign exchange rates and the degree of volatility of
these rates.  Currently, the Company does not use derivative
instruments to reduce its exposure to foreign currency risk.





Derivative
financial instruments





The
Company has not, to the date of these financial statements, entered into
derivative instruments to offset the impact of foreign currency
fluctuations.







F -
6
 Table of Contents











Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008








Income
taxes





Deferred
income taxes are reported for timing differences between items of income or
expense reported in the financial statements and those reported for income tax
purposes in accordance with SFAS No. 109, “Accounting for Income Taxes”,
which requires the use of the asset/liability method of accounting for income
taxes.  Deferred income taxes and tax benefits 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 bases, and for tax losses and credit
carry-forwards.  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 Company provides for deferred taxes for the estimated
future tax effects attributable to temporary differences and carry-forwards when
realization is more likely than not.





Basic
and diluted net loss per share





The
Company computes net income (loss) per share in accordance with SFAS No.128,
“Earnings per
Share”.  SFAS No. 128 requires presentation of both basic and
diluted earnings per share (“EPS”) on the face of the income
statement.  Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period.  Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method.  In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants.  Diluted EPS
excluded all dilutive potential shares if their effect is
anti-dilutive.





Comprehensive
loss





SFAS No.
130, “Reporting Comprehensive
Income”, establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements.  As
at 30 June 2008, the Company has no items that represent a comprehensive loss
and, therefore, has not included a schedule of comprehensive loss in the
financial statements.





Mineral
property costs





Mineral
property acquisition costs are initially capitalized as tangible assets when
purchased.  At the end of each fiscal quarter end, the Company
assesses the carrying costs for impairment.  If proven and probable
reserves are established for a property and it has been determined that a
mineral property can be economically developed, costs will be amortized using
the units-of-production method over the estimated life of the probable
reserve.





Mineral property exploration costs are
expensed as incurred.







F -
7
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008








Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis.  Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards.  Any charge
is included in exploration expense or the provision for depletion and
depreciation during the period and the actual restoration expenditures are
charged to the accumulated provision amounts as incurred.





As of the
date of these financial statements, the Company has not established any proven
or probable reserves on its mineral properties and incurred only acquisition and
exploration costs.





Although
the Company has taken steps to verify title to mineral properties in which it
has an interest, according to the usual industry standards for the stage of
exploration of such properties, these procedures do not guarantee the Company’s
title.  Such properties may be subject to prior agreements or
transfers and title may be affected by undetected defects.





Oil
and gas property





The
Company accounts for its oil and gas exploration and development costs using the
successful efforts method.  Leasehold acquisition costs are
capitalized.  If proved reserves are found on an undeveloped property,
leasehold cost is transferred to proved properties.  Significant
undeveloped leases are reviewed periodically and a valuation allowance is
provided for any estimated decline in value.  Cost of other
undeveloped leases is expensed over the estimated average life of the
leases.  Cost of exploratory drilling is initially
capitalized.  In the absence of a determination that proved reserves
are found, the costs of drilling such exploratory wells are charged to
expense.  The Company makes this determination within one year
following the completion of drilling.  Other exploratory costs are
charged to expense as incurred.  Development costs, including
unsuccessful development wells, are capitalized.  Depletion,
depreciation and amortization of oil and gas producing properties are computed
on an aggregate basis using the units-of-production method.





The
Financial Accounting Standards Board (the “FASB”) issued SFAS No.144 “Accounting for the Impairment or
Disposal of Long-Lived Assets” that requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.  It
establishes guidelines for determining recoverability based on future net cash
flows from the use of the asset and for the measurement of the impairment
loss.  Impairment loss under SFAS No. 144 is calculated as the
difference between the carrying amount of the asset and its fair
value.  Any impairment loss is recorded in the current period in which
recognition criteria are first applied and met.  Under the successful
efforts method of accounting for oil and gas operations, the Company must
periodically assess it proved properties for impairments by comparing the
aggregate net book carrying amount of all proved properties with their aggregate
future net cash flows.  The statement requires that the impairment
review be performed on the lowest level of asset groupings for which there are
identifiable cash flows.








F -
8
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008







Website development costs





The costs
of computer software developed or obtained for internal use, during the
preliminary project phase, as defined under AICPA Statement of Position 98-1
“Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use”, will be
expensed as incurred.  The costs of website development during the
planning stage, as defined under Emerging Issued Task Force (“EITF”) No. 00-2
“Accounting for Web Site
Development Costs”, will also be expensed as incurred.





Computer
software, website development incurred during the application and infrastructure
development stage, including external direct costs of materials and services
consumed in developing the software and creating graphics and website content,
will be capitalized and amortized over the estimated useful life, beginning when
the software is ready for use and after all substantial testing is completed and
the website is operational.





Segments
of an enterprise and related information





SFAS No.
131, “Disclosures about
Segments of an Enterprise and Related Information”, supersedes SFAS No. 14,
“Financial Reporting for
Segments of a Business Enterprise.”  SFAS No. 131 establishes
standards for the way that public companies report information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued to
the public.  It also establishes standards for disclosures regarding
products and services, geographic areas and major customers.  SFAS No.
131 defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.  The Company has evaluated this SFAS and does not believe
it is applicable at this time.





Start-up
expenses





The
Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up
Activities”, which requires that costs associated with start-up
activities be expensed as incurred.  Accordingly, start-up costs associated
with the Company's formation have been included in the Company's expenses for
the period from the date of inception on 6 March 2000 to 30 June
2008.





Foreign
currency translation





The
Company’s functional and reporting currency is U.S. dollars.  The
financial statements of the Company are translated to U.S. dollars in accordance
with SFAS No. 52, “Foreign
Currency Translation.”  Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rate
prevailing at the balance sheet date.  Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.  The Company has
not, to the date of these financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.








F -
9
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008






Use
of estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenditures during the
reporting period.  Actual results could differ from these
estimates.





Comparative
figures





Certain
comparative figures have been adjusted to conform to the current period’s
presentation.





Stock-Based
Compensation





Effective
1 January 2006, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment”, which
establishes accounting for equity instruments exchanged for employee services.
Under the provisions of SFAS No.123(R), stock-based compensation cost is
measured at the grant date, based on the calculated fair value of the award, and
is recognized as an expense over the employees’ requisite service period
(generally the vesting period of the equity grant). Before 1 January 2006, the
Company accounted for stock-based compensation to employees in accordance with
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees,” and complied with the disclosure requirements of SFAS No.
123, “Accounting for
Stock-Based Compensation”.  The Company adopted SFAS No. 23(R) using
the modified prospective method, which requires the Company to record
compensation expense over the vesting period for all awards granted after the
date of adoption, and for the unvested portion of previously granted awards that
remain outstanding at the date of adoption.  Accordingly, financial
statements for the periods prior to 1 January 2006 have not been restated to
reflect the fair value method of expensing share-based compensation.
 Adoption of SFAS No. 123(R) does not change the way the Company accounts
for share-based payments to non-employees, with guidance provided by SFAS No.
123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services”.





Recent
accounting pronouncements





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
Financial Assets”, which amends SFAS No. 140.  SFAS No. 156 may
be adopted as early as 1 January 2006, for calendar year-end entities, provided
that no interim financial statements have been issued.  Those not
choosing to early adopt are required to apply the provisions as of the beginning
of the first fiscal year that begins after 15 September 2006 (e.g., 1 January
2007, for calendar year-end entities).  The intention of the new statement
is to simplify accounting for separately recognized servicing assets and
liabilities, such as those common with mortgage securitization activities, as
well as to simplify efforts to obtain hedge-like accounting.  Specifically,
the FASB said SFAS No. 156 permits a service using derivative financial
instruments to report both the derivative financial instrument and related
servicing asset or liability by using a consistent measurement attribute, or
fair value.  The adoption of SFAS No. 156 is not expected to have a
material impact on the Company’s financial position, results of operations or
cash flows.





F -
10
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS
No. 155 permits fair value measurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require bifurcation,
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or hybrid financial
instruments containing embedded derivatives.  The adoption of
SFAS No. 155 is not expected to have a material impact on the Company’s
financial position, results of operations or cash flows.





3. Unproven
Oil and Gas Exploration Property





Tombaugh
Farms Property – St. Francis County, Arkansas





On 27
June 2006, the Company acquired a 100% interest in a mineral, oil and gas
property lease located in St. Francis County, Arkansas (the “Tombaugh Lease”)
for an up front cash payment of $642,006.  The lease is for a period
of five years and is subject to a 19% royalty on oil and other liquid
hydrocarbons produced, saved and sold, and can be extended at the option of the
Company for an additional five years on the same terms.  By agreements
effective 18 January 2008, the Company assigned all of its rights, title and
interest in the Tombaugh Lease with a book value of $481,504 to a purchaser in
consideration for the purchaser assuming the Company’s outstanding payment
obligations of $788,619 related to its convertible debentures. The Company
recorded a gain of $307,115 upon completion of the transaction. (Notes 8 and
14)





Balance
      at 30 June
              2008
            
            
            Balance
      at 31 December 2007
              (Audited)$
            
            
            
            $Unproven
      oil and gas properties consist of the following:Undeveloped
      properties
            
            
            -
            
            
            
            481,504-
            
            
            
            481,504





The
following sets forth costs incurred for oil and gas property acquisition and
development activities, whether capitalized or expensed.





During
      the period ended 30 June 2008
            
            
            During
      the year ended 31 December 2007
              (Audited)$
            
            
            
            $Acquisition
      – unproved
            
            
            481,504
            
            
            
            513,604Disposal
      through assignment of rights
            
            
            (481,504
            )
            
            
            -Amortization
            
            
            -
            
            
            
            (32,100
            )-
            
            
            
            481,504








F -
11
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008








4. Property
and Equipment





Cost
            
            
            Accumulated
              Amortization
            
            
            Net
      Book
              Value
              As
      at 30 June 2008$
            
            
            
            $
            
            
            
            $Equipment
            
            
            80,909
            
            
            
            6,403
            
            
            
            74,50680,909
            
            
            
            6,403
            
            
            
            74,506





During
the six month period ended 30 June 2008, total additions to property and
equipment were $80,909 (30 June 2007 – $Nil).





5.            
W ebsite
Development Cost





Cost
            
            
            Accumulated
              Amortization
            
            
            Net
      Book
              Value
              As
      at 30 June 2008$
            
            
            
            $
            
            
            
            $Website
      Development
            
            
            39,693
            
            
            
            6,616
            
            
            
            33,07739,693
            
            
            
            6,616
            
            
            
            33,077





During
the six month period ended 30 June 2008, total additions to website development
were $39,693 (30 June 2007 – $Nil).





6. Mineral
Properties





Atena
Gold Project





On 12
December 2007 the Company entered into an assignment agreement to acquire the
right to explore and option to purchase the 3,676 hectare Atena Gold Project
located in the Salta Province of Argentina.   Pursuant to the
assignment agreement, the Company is required to issue 500,000 (issued and
valued at $0.70 per share) shares and pay $60,000 (paid 25 July
2008).   The Company will acquire 100% of the option if it incurs
a minimum of $3,740,000 in work commitment expenditures on the property and
issues 7,000,000 shares according to the following schedule: (Notes 11,
15 and 16)





a.
            $240,000
      in expenditures plus a further issuance of 1,000,000 shares on or before
      15 March 2008; (Completed 6 August 2008) (Note
  16)





F -
12
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008








b.
            a
      further $500,000 in expenditures plus a further issuance of 2,000,000
      shares on or before 15 March 2009;


c.
            a
      further $1,000,000 in expenditures plus a further issuance of 4,000,000
      shares on or before 15 March 2010;
and





d.
            a
      further $2,000,000 in expenditures on or before 15 March
    2011.





The
      option is subject to a 1% net smelter returns
  royalty.





Cerro
Amarillo Property





On 8
January 2008 the Company entered into an assignment agreement to explore and
option the 14,221 hectare Cerro Amarillo Property located in the Province of
Mendoza, Argentina with a company related to the Company by way of a director
and shareholder in common.  Pursuant to the terms of the assignment
agreement, the Company issued 300,000 shares (issued and valued at $0.70 per
share) and pay $10,000 (paid 25 July 2008).  The Company is to acquire
a 100% of the option if it incurs a minimum of $450,000 in work commitment
expenditures on the property and issues 2,100,000 shares according to the
following schedule: (Notes 10, 11, 15 and 16)





a.
            $200,000
      in expenditures plus a further issuance of 300,000 shares on or before 8
      January 2009;





b.
            a
      further $250,000 in expenditures plus a further issuance of 600,000 shares
      on or before 8 January 2010;





c.
            a
      further issuance of 600,000 shares on or before 8 January 2011;
      and





d.
            a
      further issuance of 600,000 shares on or before 8 January
      2012.





To
exercise the option the company is required to issue a further 3,000,000
shares.  The option is subject to a 1% net smelter returns
royalty.





Amira,
Amira Norte and Esparta II





On 17
March 2008 the Company entered into an assignment agreement with Proyectos
Mineros S.A. (“PMSA”), a company related to the Company by way of a director and
shareholder in common. Under the assigned agreement, PMSA assigned to the
Company PMSA's right to explore and option to purchase a 90% interest in three
mining properties referred to as “Amira”, “Amira Norte” and “Esparta II”
(collectively, the "Properties"), which are located in the Province of Salta,
Argentina. In order for the Company to keep its interest in good standing and to
exercise the option to acquire a 90% interest in the Properties, the Company
must make the following payments to the Titleholder, as set forth in the
Underlying Option Agreement: (Note 15).







F -
13
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





a.       
US $75,000 by 19 January 2009;




b.       
a further US$150,000 by 19 January 2010;




c.       
a further US$200,000 by 19 January 2011; and




d. a further
US$1,000,000 by 19 January 2012, by means of which final payment the Option to
acquire a 90% interest in the Properties will have been automatically
exercised.





7. Accounts Payable and Accrued
Liabilities





Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.





8. Convertible
Debentures


Balance
      at
              30
      June
              2008
            
            
            Balance
      at 31 December 2007
              (Audited)$
            
            
            
            $Issued
      in April 2006, the convertible debenture bears interest at a rate of 10%
      per annum on any unpaid principle balance, is secured by a general charge
      on the assets of the Company, and has no fixed terms of
      repayment.  The holder of the convertible debenture has the
      right to convert any portion of the unpaid principle and/or accrued
      interest at any time within thirty-six months for the issue date, on the
      basis of $1.00 per unit where a unit consists of one common share and one
      warrant to purchase one common share of the Company for $1.75 for a period
      of twenty-four months from the date of conversion.  On 21 August
      2006 the company repaid $250,000 of the balance owing. On 18 January 2008
      the payment obligations were assumed by the purchaser of the Tombaugh
      Lease (Note 3).
            
            Nil
            
            
            
            306,378Issued
      in June 2006, the convertible debenture bears interest at a rate of 10%
      per annum on any unpaid principle balance, is secured by a general charge
      on the assets of the Company, and has repayment terms wherein the
      principle and accrued interest shall be due the later of (i) sixty days
      after the date the convertible debenture was issued or (ii) upon the
      lenders written demand for repayment.  The holder of the
      convertible debenture has the right to convert any portion of the unpaid
      principle and/or accrued interest into common shares of the Company at any
      time and from time to time prior to the maturity date on the basis of
      $0.70 per share for each dollar of principle and interest due and
      payable.   On 18 January 2008 the payment obligations were
      assumed by the purchaser of the Tombaugh Lease (Note 3).
            
            Nil
            
            
            
            482,241Nil
            
            
            
            788,619








F -
14
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





By
agreements effective 18 January 2008, the Company assigned all of its rights,
title and interest in the Tombaugh Lease with a book value of $481,504 to a
purchaser in consideration for the purchaser assuming the Company’s outstanding
payment obligations of $788,619 related to its convertible debentures. The
Company recorded a gain of $307,115 upon completion of the transaction. (Notes 3
and 14)





9. Due
to Related Party





As at 30
June 2008, the amount in due to related party consists of $409,364 (31 December
2007 - $11,388) payable to directors, officers and shareholders of the
Company.  This balance is non-interest bearing, unsecured, and has no
fixed terms of repayment.





10. Related
Party Transactions





During
the six month period ended 30 June 2008, the Company paid or accrued management
and consulting fees of $173,312 to directors and officers of the Company or
company’s controlled by directors and officers (30 June 2007 -
$63,000).





The
Company’s transactions related to its Cerro Amarillo and Amira, Amira Norte and
Esparta II mineral properties were completed with a company related to the
Company by way of a director and shareholder in common (Note 6).





11. Capital
Stock





Authorized





The total
authorized capital consists of:





·
            300,000,000
      of common shares with par value of
$0.001


·
            50,000,000
      of preferred shares with par value of
$0.001





Issued
and outstanding





30 June
2008 the total issued and outstanding capital stock is 50,462,156 common shares
with a par value of $0.001 per share.





On 25
January 2008 the Company issued 500,000 common shares valued at $0.70 per share
in pursuant to the Atena Gold Project assignment agreement (Notes 6 and
14).





On 25
January 2008 the Company issued 300,000 common shares valued at $0.70 per share
pursuant to the Cerro Amarillo assignment agreement (Notes 6 and
14).







F -
15
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





On 9
April 2008 the Company issued 1,009,211 Units at a price of $0.70 per
Unit.  Each unit consists of one common share and one Share Purchase
Warrant.  Each share purchase warrant entitles the holder to purchase
an additional common share at a price of $1.40 up to 7 April 2009, commencing 7
October 2008.





On 11
April 2008 the Company issued an additional 70,645 units at a price of $ 0.70
per unit for services rendered by a private placement agent. Each unit consists
of one common share and one Share Purchase Warrant.  Each share
purchase warrant entitles the holder to purchase an additional common share at a
price of $1.40 up to 7 April 2008, commencing 7 October 2008. (Note
14)





Stock
options





During
the six month period ended 30 June 2008, the Company granted 6,380,000 stock
options entitling the holders to purchase up to 6,380,000 common shares of the
Company for proceeds of $1.00 per common share expiring 4 February 2018. (Note
12)





These
stock options vest on the followings dates:





Vesting
      date
            
            Number
      of options4
      August 2008
            
            
            3,190,0004
      February 2009
            
            
            3,190,0006,380,000





The following incentive stock options
were outstanding at 30 June 2008:





Exercise
      price
            
            
            Number
              of
      options
            
            
            Remaining
              contractual
      life (years)$Options
            
            
            1.00
            
            
            
            6,380,000
            
            
            
            9.856,380,000








F -
16
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





12. Stock-Based
Compensation





The
following is a summary of stock based compensation activities during the period
ended 30 June 2008:





Number
      of shares
            
            
            Weighted
      average exercise price$Outstanding
      and exercisable at 1 January 2008
            
            
            3,200,000
            
            
            
            0.30Granted
            
            
            6,380,000
            
            
            
            1.00Exercised
            
            
            -Cancelled
            
            
            (3,200,000
            )
            
            
            0.30Outstanding
      and exercisable at 30 June 2008
            
            
            6,380,000
            
            
            
            1.00Weighted
      average fair value of options granted during the year
            
            
            
            
            
            $
            1.00





During
the six month period ended 30 June 2008, the Company cancelled 3,200,000 options
that were issued. A total of 2,400,000 of these options vested during the year
ended 31 December 2007 and the Company recorded stock-based compensation of
$625,035 related to these vested options.





The fair
value of each option was estimated on the date of grant using Black-Scholes
option-pricing model. The assumptions about stock-price volatility have been
based exclusively on the implied volatilities of publicly traded options to buy
the Company’s stock with contractual terms closest to the expected life of
options granted to employees, directors or consultants applying the guidance
provided by SAB 107.





The
following assumptions were used for the Black-Scholes valuation of stock options
granted:





2008
            
            
            2007Risk
      free interest rate
            
            
            3.67
            %
            
            
            4.87
            %Expected
      life
            
            10
      year
            
            
            10
      yearAnnualized
      volatility
            
            
            86
            %
            
            
            73
            %Expected
      dividends
            
            
            -
            
            
            
            -





The total
estimated fair value of the 6,380,000 stock options granted during the six month
period ended 30 June 2008 was $5,816,499 ($0.91 per option).  During
the period ended 30 June 2008, stock-based compensation of $Nil has been
recorded in the statement of operations with a corresponding amount recorded as
contributed surplus in stockholders’ deficiency. (Note 11)





F -
17
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





13. Income
Taxes





The
Company has losses carried forward for income tax purposes to 30 June
2008.  There are no current or deferred tax expenses for the period
ended 30 June 2008 due to the Company’s loss position. The Company has fully
reserved for any benefits of these losses.  The deferred tax
consequences of temporary differences in reporting items for financial statement
and income tax purposes are recognized, as appropriate. Realization of the
future tax benefits related to the deferred tax assets is dependent on many
factors, including the Company’s ability to generate taxable income within the
net operating loss carryforward period.  Management has considered
these factors in reaching its conclusion as to the valuation allowance for
financial reporting purposes.




The
provision for refundable federal income tax consists of the
following:




For
      the six month period ended 30 June 2008
            
            
            For
      the six month period ended 30 June 2007$
            
            
            
            $Deferred
      tax asset attributable to:Current
      operations
            
            
            709,021
            
            
            
            27,480Amortization
            
            
            (4,426
            )
            
            
            -Contributions
      to capital by related party – expenses
            
            
            -
            
            
            
            -Stock
      based compensation
            
            
            -
            
            
            
            -Less:
      Change in valuation allowance
            
            
            (704,595
            )
            
            
            (27,480
            )Net
      refundable amount
            
            
            -
            
            
            
            -





The
composition of the Company’s deferred tax assets as at 30 June 2008and 31 December 2007 is as
follows:




As
      at 30
              June
              2008
            
            
            As
      at 31 December 2007$
            
            
            
            $Net
      income tax operating loss carryforward
            
            
            (2,840,632
            )
            
            
            (768,293
            )Statutory
      federal income tax rate
            
            
            34
            %
            
            
            34
            %Effective
      income tax rate
            
            
            0
            %
            
            
            0
            %Deferred
      tax assetsTax
      loss carryforward
            
            
            965,815
            
            
            
            261,220Less:
      Valuation allowance
            
            
            (965,815
            )
            
            
            (261,220
            )Net
      deferred tax asset
            
            
            -
            
            
            
            -








F -
18
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





The
potential income tax benefit of these losses has been offset by a full valuation
allowance.





As at 30
June 2008, the Company has an unused net operating loss carryforward balance of
approximately $2,796,000 that is available to offset future taxable
income.  This unused net operating loss carryforward balance for
income tax purposes expires between the years 2020 to 2028.





14. Supplemental
Disclosure with Respect to Cash Flows





For
      the period from the date of inception on 6 March 2000 to 30 June
      2008
            
            
            For
      the six month period ended
              30
      June 2008
            
            
            For
      the six month period ended
              30
      June 2007$
            
            
            
            $
            
            
            
            $Cash
      paid during the year for interest
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      paid during the year for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -





During
the six month period ended 30 June 2008, the Company issued 500,000 common
shares valued at $0.70 per share in pursuant to the Atena Gold Project
assignment agreement (Notes 6 and 11).





During
the six month period ended 30 June 2008, the Company issued 300,000 common
shares valued at $0.70 per share pursuant to the Cerro Amarillo assignment
agreement (Notes 6 and 11).





By
agreements effective 18 January 2008, the Company assigned all of its rights,
title and interest in the Tombaugh Lease with a book value of $481,504 to a
purchaser in consideration for the purchaser assuming the Company’s outstanding
payment obligations of $788,619 related to its convertible debentures. The
Company recorded a gain of $307,115 upon completion of the transaction. (Notes 3
and 8)





During the six month period ended 30
June 2008 the Company issued an additional 70,645 units at a price of $ 0.70 per
unit for services rendered by a private placement agent. Each unit consists of
one common share and one Share Purchase Warrant.  Each share purchase
warrant entitles the holder to purchase an additional common share at a price of
$1.40 up to 7 April 2008, commencing 7 October 2008. (Note 11)





15. Commitments





The
Company is subject to certain commitments related to its of the mineral property
interest (Note 6).









F -
19
 Table of Contents





Constitution
Mining Corp.


(formerly
Nordic Nickel Ltd.)


(An
Exploration Stage Company)


Notes to
Financial Statements


(Expressed
in U.S. Dollars)


30
June 2008





16. Subsequent
Events





Subsequent
to 30 June 2008 the following events occurred:





a.)
            The
      Company completed a private equity offering of 5,007,300 Units at $0.80
      per Unit (the "Units") to a total of sixty-three (63) investors. 
      Each Unit consists of one (1) share of Common Stock, par value $0.001, and
      one (1) Common Stock Purchase Warrant (the “ Warrant”) to purchase one (1)
      share of common stock, exercisable commencing six months from the closing
      date of the offering and terminating one year from the closing date of the
      offering.  As a result, the Company issued a total of 5,007,300
      shares of common stock and warrants to purchase 5,007,300 shares of our
      common stock in connection with this private equity offering.  The
      exercise price for the Warrant is priced at $1.40.  The gross
      proceeds we received from this private equity offering was $4,005,840, out
      of which $242,315 was received before the period ended 30 June
      2008.


b.)
            The
      Company issued 1,000,000 common sharers and paid $60,000 pursuant to the
      Atena Gold Project assignment agreement (Note
  6).





c.)
            The
      Company paid $10,000 pursuant to the Cerro Amarillo Property assignment
      agreement (Note 6).














F -
20
 Table of Contents





Item
2.       Management’s
Discussion and Analysis of Financial Condition and Results of
Operations




This
Quarterly Report on Form 10-Q contains forward-looking statements regarding our
capital needs, business plans and expectations. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar
expressions or variations of such words are intended to identify forward-looking
statements, but are not deemed to represent an all-inclusive means of
identifying forward-looking statements as denoted in this Quarterly Report on
Form 10-Q. Additionally, statements concerning future matters are
forward-looking statements.




Although
forward-looking statements in this Quarterly Report on Form 10-Q reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by us. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in or
anticipated by the forward-looking statements.  We caution the reader
that numerous important factors, including those factors discussed in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007,
which are incorporated herein by reference, could affect our actual results and
could cause our actual consolidated results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of,
Constitution Mining.  Readers are urged not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange
Commission (the “SEC”
or “Commission”). You
can also read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You can obtain
additional information about the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet
site (www.sec.gov) that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC,
including us.




We
undertake no obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
Quarterly Report on Form 10-Q. Readers are urged to carefully review and
consider the various disclosures made throughout the entirety of this Quarterly
Report, which attempt to advise interested parties of the risks and factors that
may affect our business, financial condition, results of operations and
prospects.




As used
in this Quarterly Report, the terms “we,” “us,” “our,” and “Constitution
Mining” mean Constitution Mining Corp. and our subsidiaries unless otherwise
indicated.




Overview





We were
incorporated in the state of Nevada under the name Crafty Admiral Enterprises,
Ltd. on March 6, 2000.  Our original business plan was to sell classic
auto parts to classic auto owners all over the world through an Internet
site/online store; however, we were unsuccessful in implementing the online
store and were unable to afford the cost of purchasing, warehousing and shipping
the initial inventory required to get the business started. As a result, we
ceased operations in approximately July 2002.







4
 Table of Contents








During
our fiscal year ended December 31, 2006, we reorganized our operations to pursue
the exploration, development, acquisition and operation of oil and gas
properties.  On June 27, 2006, we acquired a leasehold interest in a
mineral, oil and gas property located in St. Francis County, Arkansas for a cash
payment of $642,006, pursuant to an oil and gas agreement we entered into on
April 29, 2006 (the "Tombaugh Lease"). Shortly after acquiring the Tombaugh
Lease, we suspended our exploration efforts on the property covered by the
Tombaugh Lease in order to pursue business opportunities developing nickel
deposits in Finland, Norway and Western Russia. On January 18, 2008, we assigned
all of our right, title and interest in and to the Tombaugh Lease to
Fayetteville Oil and Gas, Inc., which agreed to assume all of our outstanding
payment obligations on the Tombaugh Lease as consideration for the
assignment.  On March 9, 2007, we changed our name to better reflect
our business to "Nordic Nickel Ltd." pursuant to a parent/subsidiary merger with
our wholly-owned non-operating subsidiary, Nordic Nickel Ltd., which was
established for the purpose of giving effect to this name change.  We
were not successful pursuing business opportunities developing nickel deposits
in Finland, Norway and Western Russia and again sought to reorganize our
operations in November 2007.




In
November 2007, we reorganized our operations and our current focus is on the
acquisition and development of our interests in mining properties located in the
Salta and Mendoza provinces of Argentina.  Effective November 14,
2007, we merged with our wholly-owned subsidiary, Constitution Mining Corp.,
pursuant to Articles of Merger that we filed with the Nevada Secretary of State
on November 6, 2007.  We decided to change our name to "Constitution
Mining Corp." to better reflect our current focus on the acquisition and
development of mining properties.  We are an exploration stage company
and there is no assurance that commercially exploitable reserves of gold or
other minerals exist on any of our property interests. In the event that
commercially exploitable reserves of gold or other minerals exist on any of our
property interests, we cannot guarantee that we will make a profit. If we cannot
acquire or locate mineral deposits, or if it is not economical to recover the
mineral deposits, our business and operations will be materially and adversely
affected.




Our
current business plan calls for investing any surplus operating capital
resulting from retained earnings into bullion accounts and does not include
holding retained earnings, if any, in cash or cash equivalents.  In
the event that commercially exploitable reserves of minerals exist on any of our
property interests and we are able to make a profit, our business plan is to
sell enough mineral reserves to satisfy all of our expenses and invest all
retained mineral reserves in bullion accounts established in Zurich,
Switzerland. The price of precious and base metals such as gold and silver has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control including international, economic and political trends, expectations
of inflation, currency exchange fluctuations, interest rates, global or regional
consumptive patterns, speculative activities and increased production due to new
extraction developments and improved extraction and production methods. The
effect of these factors on the price of base and precious metals, and,
therefore, the change in the value of our retained earnings held in bullion
accounts cannot accurately be predicted and is subject to significant
fluctuation.  There can be no assurance that the value of any bullion
accounts established by us to hold retained mineral reserves, if any, will not
be adversely impacted by fluctuations in the price of base and precious metals
resulting in significant losses.




The
disclosure that follows is a summary of each of our property
interests.







5
 Table of Contents







Atena
Property




On
December 12, 2007, we entered into an Assignment Agreement with Proyectos
Mineros S.A. ("PMSA") (formerly Recursos Maricunga S.A.) to acquire PMSA's right
to explore and option to purchase certain mineral rights on properties known as
the Atena Gold Project ("Atena") located in the Salta Province of Argentina (the
"Property"). The Property consists of an aggregate 3,676 hectares. PMSA acquired
its right to explore and option to purchase the mineral rights to these
properties from Rio Tinto Mining & Exploration Ltd., Argentine
Branch.




Pursuant
to the terms of the Assignment Agreement, we have issued to PMSA 1,500,000
shares of our common stock and paid PMSA $60,000.  We will acquire
100% of this option if we incur a minimum of an additional $3,500,000 in work
commitment expenditures on the Property ("Expenditures") and issue 6,000,000
shares of our common stock to PMSA in accordance with the following
schedule:






·
            a
      further $500,000 in Expenditures plus a further issuance of 2,000,000
      shares of our common stock on or before March 15,
  2009;






·
            a
      further $1,000,000 in Expenditures plus a further issuance of 4,000,000
      shares of our common stock on or before March 15, 2010;
  and






·
            a
      further $2,000,000 in Expenditures on or before March 15,
      2011.






We will
acquire 100% of the Option once we have completed our commitments, as set forth
above, on or before March 15, 2011.  Following the completion of this
acquisition and payment of the consideration set forth above, we will grant to
PMSA a 1% net smelter returns royalty. The option grants us the exclusive
possession of the properties for mineral exploration, together with the right to
purchase the minerals rights to these properties upon exercise of the
option.






Proposed
Exploration Program




A Phase 1
exploration program was completed in February 2008.  During this
phase, field geologists collected composite samples approximately every 50
metres along the entire-36 kilometre vein system on the project area.  The
samples were sent to ALS Chemex, the South American division of the ALS
Laboratory Group for analysis.  Results of these samples indicated an
anomalous area of approximately 5 kilometres by 3 kilometres  which is the
subject of follow-up exploration in a Phase 2 program. The Phase 2 program
comprises of trenching and detailed sampling as well as detailed geological
mapping.  These activities are expected to outline the shape and tenor
of  pay shoots which can then be tested in the
subsurface  by diamond drilling in a Phase 3 program. While the
project area lies at 3900m above sea level in the altiplano or puna of northwest
Argentina, fieldwork can be conducted all year-round.  The Phase 2
program has commenced and is expected to be completed by November 2008, after
which the Phase 3 drilling program will commence.





Our
anticipated exploration expenses at the Atena Project for the following 180 days
are as follows:





6
 Table of Contents








Activity
            USD
      000sPHASE
      2 - FOLLOW-UP EXPLORATION
              Mineral
      Property Maintenance
              Permitting
              Geological
      Mapping
              Trenching
              Analytical
      Costs
              Field
      Expenses
              Personnel
              Consultants
              Transport
              Travel
            4
              1
              5
              35
              30
              15
              35
              15
              20
              5subtotal
            165PHASE
      3 - 1st STAGE DRILLING (TARGET TESTING)
              Mineral
      Property Maintenance
              Permitting
              Drilling
      (2000m)
              Drilling
      Support
              Analytical
      Costs
              Field
      expenses
              Personnel
              Transport
              Travel
            4
              1
              200
              30
              30
              15
              35
              15
              20
              5subtotal
            355TOTAL
            520





Amira,
Amira Norte and Esparta II Properties




Effective
March 17, 2008, we entered into an assignment agreement dated March 17, 2008
with PMSA, whereby PMSA assigned to us PMSA’s right to explore and option to
purchase a 90% interest in the mineral rights of three mining properties
referred to as “Amira”, “Amira Norte” and “Esparta II”, located in the Province
of Salta, Argentina.  Pursuant to the terms of our agreement with
PMSA, PMSA has assigned to us all of PMSA’s rights and obligations under an
option agreement by and between PMSA and the registered titleholder to the
properties, Silvia Rene Rodriguez, in consideration of our recognizing to PMSA a
1% net smelter returns royalty.  In order for us to keep our interest
in good standing and to exercise the option to acquire a 90% interest in the
mineral rights of these properties, we must make the following payments to Ms.
Rodriguez, as set forth in the underlying option agreement:




·
            $75,000
      by January 19, 2009;




·
            a
      further $150,000 by January 19,
2010;




·
            a
      further $200,000 by January 19, 2011;
and




·
            a
      further $1,000,000 by January 19, 2012, by means of which final payment
      the option to acquire a 90% interest in the mineral rights of these
      properties will have been automatically
  exercised.







7
 Table of Contents







Proposed
Exploration Program




The
properties referred to as “Amira”, “Amira Norte” and “Esparta II”, located in
the Province of Salta, Argentina, are located in close proximity to our
interests discussed above under the subheading "Atena Property" and together
these properties form a part of a mining project referred to as the "Atena
Project."  The location and scope of our exploration program
activities on the Atena Property will be extended to also include the Amira,
Amira Norte and Esparta II properties.




Cerro
Amarillo Property




On
January 8, 2008, we entered into an Assignment Agreement with Proyectos Mineros
S.A. ("PMSA") (formerly Recursos Maricunga S.A.) to acquire PMSA's right to
explore and option to purchase certain mineral rights on properties known as the
Cerro Amarillo Property located in the Departamento Malargue, Province of
Mendoza, Argentina. This property consists of an aggregate 14,221.7
hectares.




Pursuant
to the terms of the Assignment Agreement, we issued to PMSA 300,000 shares of
our common stock and paid PMSA $10,000 in July 2008.  We will acquire
100% of this option if we incur a minimum of $450,000 in work commitment
expenditures on this property ("Expenditures") and issue 2,100,000 shares of our
common stock to PMSA in accordance with the following schedule:




·
            $200,000
      in Expenditures plus a further issuance of 300,000 shares of our common
      stock on or before January 8, 2009;




·
            a
      further $250,000 in Expenditures plus a further issuance of 600,000 shares
      of our common stock on or before January 8,
  2010;




·
            a
      further issuance of 600,000 shares of our common stock on or before
      January 8, 2011; and




·
            a
      further issuance of 600,000 shares of our common stock on or before
      January 8, 2012.




If we
exercise the Option to acquire 100% of this property, then we must issue an
additional 3,000,000 shares of our common stock to PMSA. The Option is subject
to a 1% net smelter returns royalty in favor of the underlying titleholder. The
Option contains certain work expenditure obligations, which are intended to be
satisfied by the Expenditures prescribed under the Agreement.




Proposed
Exploration Program




The Cerro
Amarillo Property is untested property that has drill targets indicated by
geophysics as well as a number of other unexplored prospective areas. 
Although a number of drill targets have been outlined by
previous work, our proposed program will involve additional
exploration by detailed mapping and sampling on the whole of the property
as well as the region with a view to identifying additional drill targets before
undertaking a 1st stage
drill program.  In addition, some 10km of access road will be constructed
in anticipation of the drill program.







8
 Table of Contents







With
respect to the timeframe, fieldwork can be conducted only for six months a year
at Cerro Amarillo which lies in a snow belt.  Because of the onset of
the austral winter and the occurrence of significant snow, the drilling can only
commence in the spring and summer seasons.





In
February 2008, we commenced exploration on the Cerro Amarillo Property in
Mendoza, Argentina.  The Phase 1 program, designed to further identify
trench and drill targets, comprises detailed mapping and sampling together with
ground magnetic surveying.   We have established a camp on the
property from which exploration activities will be conducted. An international
geological consultant supported by local geologists and field technicians lead
this project, which was completed in eight weeks.




The
detailed mapping confirmed that the Cerro Amarillo occurrences contain a
classical porphyry-style mineralized system that includes stockwork,
disseminated, breccias, skarn, and vein-types of mineralization. These types of
mineralization are zoned with a central porphyry plug containing vein stockworks
together with disseminated mineralization This plug is surrounded by mineralized
hydrothermal breccias (shattered rock) with abundant pyrite that may result in
an excellent supergene trap for leached copper and gold. Skarn replacement
mineralization occurs in almost a perfect ring at the intersection of the
vertical cylinder of breccias and the shallow-dipping calcareous sedimentary
sequence. At the current level of erosion, almost the entire ring is exposed.
Sparse peripheral veins occur out to a radius of approximately one
kilometer.  The unique level of exposure of this system would allow
the core stockwork-disseminated mineralization, the supergene breccias, and the
skarns to be extracted in a single open-pit with a very low stripping
ratio.




The
second phase is expected to commence in late September this year with the
construction of a drill road up to the prospect.





Our
anticipated exploration expenses at the Cerro Amarillo Project for the remainder
of 2008 are as follows:





Activity
            USD
      000sACCESS
      ROAD
              Contractor
      Costs
              Field
      Expenses
              Personnel
              Transport
              Travel
            55
              5
              15
              5
              5subtotal
            85CAMP
      ESTABLISHMENT
              Equipment
              Logistics
              Field
      expenses
              Personnel
              Transport
              Travel
            15
              5
              5
              5
              3
              2subtotal
            35





9
 Table of Contents








1ST
      STAGE DRILLING (TARGET TESTING)
              Property
      Maintenance Costs
              Permitting
              Drill
      Pad Construction
              Drilling
      (1000m of 3000m program)
              Drilling
      Support
              Analytical
      Costs
              Field
      Expenses
              Personnel
              Consultants
              Transport
              Travel
            4
              1
              20
              110
              20
              20
              15
              20
              35
              5
              5subtotal
            255TOTAL
            375





If we do
not fulfill the terms of any of these option agreements according to our
business plan, then our ability to commence or continue operations could be
materially limited.  In addition, substantially all of our assets will
be put into commercializing our rights to the areas covered by these option
agreements.  Accordingly, any adverse circumstances that affect the
areas covered by these option agreements and our rights thereto would results in
an adverse affect to us.  If any of these situations were to arise, we
would need to consider alternatives, both in terms of our prospective operations
and for the financing of our activities. Management cannot provide assurance
that we will ultimately achieve profitable operations or become cash-flow
positive, or raise additional debt and/or equity capital.  If we are
unable to raise additional capital in the near future, we will experience
liquidity problems and management expects that we will need to curtail
operations, liquidate assets, seek additional capital on less favorable terms
and/or pursue other remedial measures.




We are
also focusing on seeking additional mining opportunities, some of which may be
mineral deposits that are fully defined and have already gone through the
feasibility stage of development and are ready to produce.  In other
cases, the mineral deposits we seek to acquire may have a significant amount of
proven and probable resources with what we believe to be excellent potential for
expansion. We may also seek to acquire other drill-ready exploration projects
that contain little or no proven resources, as with the options we currently
hold to acquire existing mining projects in Argentina, but that are
strategically positioned to offer what we perceive as exceptional potential at a
comparatively minimal expense.




Due to
the extensive and expensive development programs required to prove mineral
resources and reserves, as is typical in the mining business, companies such as
ours are able to acquire deposits at significant discounts of the known
in-the-ground value of the gold, silver, or other minerals.   In
the event that we do locate a commercially exploitable mineral deposits, we may
determine that it is commercially advantageous to sell our property interests
rather than enter into production of any commercially mineral deposits on the
property ourselves.









10
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Plan
of Operations




Our plan
of operations within the next twelve months is to complete the following
objectives within the time periods specified:




1.
            In
      accordance with the terms of the assignment agreements pursuant to which
      we acquired our mineral property interests, we plan to incur the following
      exploration costs with respect to our mineral property interests over the
      next twelve months:




·
            $560,000
      in expenditures by March 15, 2009 with respect to the Atena
      Property;




·
            $210,000
      by January 8, 2009 with respect to the Cerro Amarillo property;
      and




·
            $75,000
      by January 19, 2009 with respect to the Amira, Amira Norte and Esparta II
      properties.




2.
            We
      anticipate spending approximately $50,000 in ongoing general and
      administrative expenses per month for the next twelve months, for a total
      anticipated expenditure of $600,000 over the next twelve months. The
      general and administrative expenses for the year will consist primarily of
      professional fees for the audit and legal work relating to our regulatory
      filings throughout the year, as well as transfer agent fees and general
      office expenses.




Thus, we
estimate that our expenditures over the next twelve months will be approximately
$1,445,000. During the twelve month period following the date of this report we
anticipate that we will not generate any revenue.  As at June 30,
2008, we had cash and cash equivalents of $96,108 and a working capital deficit
of $907,666.  Subsequent to the reporting period, we received gross
proceeds of $4,005,840 in connection with a private equity offering. As such, our
management anticipates that current cash on hand is sufficient to be able to
make our planned exploration expenditures and to pay for our general
administrative expenses over the next twelve months.




Results
of Operations




We have
not generated any revenues from our operations in either of the past two fiscal
years.




We
incurred operating expenses in the amount of $905,442 for the three months ended
June 30, 2008, compared to operating expenses of $83,976 for the same reporting
period in the prior year. We incurred operating expenses in the amount of
$2,395,017 for the six months ended June 30, 2008, compared to operating
expenses of $183,049 for the same reporting period in the prior
year.  The substantial increase in our operating expenses for the
three and six months ended June 30, 2008, as compared to the same reporting
periods in the prior year, is attributable to the acquisition cost for the
exploration rights and option to purchase certain mineral rights and the related
exploration costs which were incurred during the reporting period.




We had a
net loss of $896,732 for the three months ended June 30, 2008 as compared to a
net loss of $80,824 for the three months ended June 30,
2007.   We had a net loss of $2,085,357 for the six months ended
June 30, 2008, as compared to a net loss of $179,897 for the six months ended
June 30, 2007.  The increasein our net loss was
primarily attributable to the acquisition cost of mineral property rights and
the related exploration expenditures incurred during the reporting
period.






11
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Liquidity
and Capital Resources




At June
30, 2008, we had cash and cash equivalents of $96,108 (December 31, 2007 -
$54,642) and working capital of $907,666 (December 31, 2007 -
$754,444).  Subsequent to the reporting period, we received gross
proceeds of $4,005,840 in connection with a private equity offering. Our
management anticipates that current cash on hand is sufficient to be able to
make our planned exploration expenditures and to pay for our general
administrative expenses over the next twelve months.




Additional
capital will be required to effectively expand our operations and continue to
implement our proposed exploration program after the next twelve month
period.  It is uncertain whether we will be able to obtain financing
when sought.  If we are unable to obtain additional financing, the
full implementation of our ability to expand our operations will be
impaired.  We believe that debt financing will not be an alternative
for funding additional phases of exploration as we do not have tangible assets
to secure any debt financing. We anticipate that additional funding will be in
the form of equity financing from the sale of our common stock. However, we do
not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient additional funding from the
sale of our common stock to fund our complete exploration program. In the
absence of such financing, we will not be able to pursue our exploration program
to completion, we will be forced to abandon our mineral property interests and
our business will fail.




We may
consider entering into a joint venture arrangement to provide the required
funding to explore the properties underlying our mineral property interests. We
have not undertaken any efforts to locate a joint venture participant. Even if
we determine to pursue a joint venture participant, there is no assurance that
any third party would enter into a joint venture agreement with us in order to
fund exploration of the properties underlying our mineral property interests. If
we enter into a joint venture arrangement, we would likely have to assign a
percentage of our interest in our mineral property interests to the joint
venture participant.




Cash
Used in Operating Activities




Operating
activities in the six month periods ended June 30, 2008 and 2007 used cash of
$786,694 and $114,519 respectively, which reflect our recurring operating
losses.  Our net loss of $2,085,357 for the six months ended June 30,
2008 was the primary reason for our negative operating cash flow.




Cash
Used in Investing Activities




In the
three month periods ended June 30, 2008, we used $120,602 in investing
activities, as compared to $0 used in investing activities during the period
ended June 30, 2007.  In the six months ended June 30, 2008, we
purchased $80,909 in equipment and expended $39,693 for website development
costs.




Cash
from Financing Activities




As we
have had no revenues since inception, we have financed our operations primarily
by using existing capital reserves, obtaining debt financing and through private
placements of our stock.  Net cash flows provided by financing
activities during the six months ended June 30, 2008 was $948,762 primarily due
to $706,447 we received as proceeds from the issuance of common stock during the
reporting period.






12
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Off
Balance Sheet Arrangements





We do not
have any off-balance sheet debt nor did we have any transactions, arrangements,
obligations (including contingent obligations) or other relationships with any
unconsolidated entities or other persons that may have material current or
future effect on financial conditions, changes in the financial conditions,
results of operations, liquidity, capital expenditures, capital resources, or
significant components of revenue or expenses.





Going
Concern




We have
incurred net losses for the period from inception on March 6, 2000 to June 30,
2008 of $3,654,188 and have no source of revenue. The continuity of our future
operations is dependent on our ability to obtain financing and upon future
acquisition, exploration and development of profitable operations from our
mineral properties. These conditions raise substantial doubt about our ability
to continue as a going concern.





Critical
Accounting Policies





In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition.




Mineral
Property Costs




Mineral
property acquisition costs are initially capitalized as tangible assets when
purchased. At the end of each fiscal quarter end, we assess the carrying costs
for impairment. If proven and probable reserves are established for a property
and it has been determined that a mineral property can be economically
developed, costs will be amortized using the units-of-production method over the
estimated life of the probable reserve.




Mineral
property exploration costs are expensed as incurred.




Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis. Costs, which include
production equipment removal and environmental remediation, are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry standards. Any charge is included in exploration expense
or the provision for depletion and depreciation during the period and the actual
restoration expenditures are charged to the accumulated provision amounts as
incurred.




As of the
date of these financial statements, we have not established any proven or
probable reserves on our mineral properties and incurred only acquisition and
exploration costs.







13
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Although
we have taken steps to verify title to mineral properties in which it has an
interest, according to the usual industry standards for the stage of exploration
of such properties, these procedures do not guarantee our title. Such properties
may be subject to prior agreements or transfers and title may be affected by
undetected defects.




Stock-Based
Compensation




Effective
1 January 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment", which
establishes accounting for equity instruments exchanged for employee services.
Under the provisions of SFAS No.123(R), stock-based compensation cost is
measured at the grant date, based on the calculated fair value of the award, and
is recognized as an expense over the employees' requisite service period
(generally the vesting period of the equity grant). Before 1 January 2006, we
accounted for stock-based compensation to employees in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and complied with the disclosure requirements of SFAS No.
123, "Accounting for
Stock-Based Compensation".  We adopted SFAS No. 23(R) using the
modified prospective method, which requires us to record compensation expense
over the vesting period for all awards granted after the date of adoption, and
for the unvested portion of previously granted awards that remain outstanding at
the date of adoption.  Accordingly, financial statements for the periods
prior to 1 January 2006 have not been restated to reflect the fair value method
of expensing share-based compensation.  Adoption of SFAS No. 123(R) does
not change the way we account for share-based payments to non-employees, with
guidance provided by SFAS No. 123 (as originally issued) and Emerging Issues
Task Force Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services".





Foreign
Currency Translation





Our
functional and reporting currency is U.S. dollars. Our consolidated financial
statements are translated to U.S. dollars in accordance with SFAS No. 52, "Foreign Currency
Translation." Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination
of income. We have not, to the date of these consolidated financial statements,
entered into derivative instruments to offset the impact of foreign currency
fluctuations.





Item
3.    Quantitative and
Qualitative Disclosures About Market Risk





(Not
Applicable)





14
 Table of Contents








Item 4T.        Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of June 30, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer, Mr. Willem Fuchter, and our Chief Financial Officer, Mr.
Kenneth Phillippe.  Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of June 30, 2008, our
disclosure controls and procedures are effective.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the


SEC's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.





Changes in Internal Control
Over Financial Reporting





There
have been no significant changes in our internal controls over financial
reporting during the quarter ended June 30, 2008 that have materially affected
or are reasonably likely to materially affect such controls.








15
 Table of Contents





PART
II – OTHER INFORMATION





Item
1.      Legal
Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item 1A.      Risk
Factors





(Not
Applicable)





Item
2.     Unregistered Sales
of Equity Securities and Use of Proceeds




We did
not issue securities without registration under the Securities Act during the
reporting period which were not previously included in a Current Report on Form
8-K.




Subsequent to the
reporting period, we completed a private equity offering of 5,007,300
Units at $0.80 per Unit (the "Units") to a total of sixty-three (63)
investors.  Each Unit consists of one (1) share of Common Stock, par value
$0.001, and one (1) Common Stock Purchase Warrant (the “ Warrant”) to purchase
one (1) share of common stock, exercisable commencing six months from the
closing date of the offering and terminating one year from the closing date of
the offering.  As a result, we issued a total of 5,007,300 shares of common
stock and warrants to purchase 5,007,300 shares of our common stock in
connection with this private equity offering.  The exercise price for
the Warrant is priced at $1.40.  The gross proceeds we received from this
private equity offering was $4,005,840.




In
connection with this private equity offering, we
paid European-based agents fees totaling $280,409 and issued them
as a fee 350,511 Warrants.  These warrants have the same terms as
the Warrants issued to investors and included in the Units.





The
securities offered and sold in connection with this private equity offering were
in reliance on the following exemptions from registration under the Securities
Act of 1933, as amended (the "Securities Act"): (a) in the case of U.S.
persons, Section 4(2) of the Securities Act or Regulation D promulgated
thereunder, and (b) in the case of non-U.S. persons, Regulation S
promulgated under the Securities Act.  In connection with this private
equity offering, we relied on each of the investors' written
representations.  With respect to the securities sold to U.S. persons,
sales were made to persons who represented that they were "accredited investors"
as that term is defined in Rule 501(a) under the Securities Act and to no more
than 35 unaccredited investors.   With respect to the securities
sold to non-U.S. persons, sales were made to persons who represented that they
were not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S
under the Securities Act.  Each investor represented that they were
acquiring the securities for investment only and not with a view toward resale
or distribution. We requested our stock transfer agent to affix appropriate
restricted legends to the stock certificate issued to each investor.  Each
investor was given adequate access to sufficient information about us to make an
informed investment decision.  Neither we nor anyone acting on our
behalf offered or sold these Units by any form of general solicitation or
general advertising.





16
 Table of Contents








Subsequent
to the reporting period, we issued 1,000,000 shares of our common stock as part
of the consideration paid for the assignment to us of certain mining and mineral
rights to properties which we refer to as the Cerro Amarillo
Property.  These shares were issuable to Proyectos Mineros S.A.
("PMSA"), but at PMSA's direction we had issued these shares to Hieronymus
Management  Services Ltd.  These shares were issued pursuant
to Section 4(2). We did not engage in any general solicitation or advertising.
The stock certificate was issued with the appropriate legends affixed to the
restricted stock.





Item 3.     Defaults upon Senior
Securities





None.





Item 4.    Submission of Matters to a Vote
of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended June 30,
2008.





Item 5. Other Information





None.





Item 6.      Exhibits





See the
Exhibit Index following the signatures page of this report, which is
incorporated herein by reference.








17
 Table of Contents





SIGNATURES




In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.





Constitution
      Mining Corp.Date:
            August
      18, 2008By:
      /s/  Willem
      Fuchter
              Willem
      Fuchter
              Title:Chief
      Executive Officer and DirectorDate:
            August
      18, 2008By:/s/ Kenneth
      Phillippe
              Kenneth
      Phillippe
              Title:Chief
      Financial Officer and Director













18
 Table of Contents





CONSTITUTION
MINING CORP.


(the
“Registrant”)


(Commission
File No. 000-49725)


Exhibit Index


to


Quarterly
Report on Form 10-Q


for
the Quarter Ended June 30, 2008





Exhibit
              No.
            Description
            Incorporated
      Herein by
              Reference
      to
            Filed
      Herewith10.1
            Assignment
      Agreement, dated effective December 12, 2007, between Proyectos Mineros
      S.A. and Constitution Mining Corp. regarding Atena Gold
      Property
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed December 18,
      200710.2
            Assignment
      Agreement, dated effective January 8, 2008, between Proyectos Mineros S.A.
      and Constitution Mining Corp. regarding Cerro Amarillo
      Property
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed January 10,
      200810.3
            Assignment
      and Assumption of Lease and Debt Agreement, dated effective January 18,
      2008
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed January 24,
      200810.4
            Assignment
      Agreement, dated effective March 17, 2008, between Proyectos Mineros S.A.
      and Constitution Mining Corp., regarding the Amira, Amira Norte and
      Esparta II Properties
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed March 21,
      200831.1
            Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            X31.2
            Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            X32.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            
            X