UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q



S
         QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2008



£
         TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____ to _____



Commission File Number:        000-49725

``

CONSTITUTION MINING CORP.





|Nevada                                                         |  | 88-0455809                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|                                                               |  |                                     
|6139 South Rural Road, Suite 103Tempe, Arizona                 |  | 85283-2929                          
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                               |  |                                     
|                                                               |  |                                     
|(480) 820-5950                                                 |  |                                     
|Issuer's telephone number                                      |  |                                     
|                                                               |  |                                     

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.          Yes  S
   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 "smaller reporting company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer £                                              | Accelerated filer £        
|---------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer £
 (Do not check if a smaller reporting company) | Smaller reporting company S

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  50,462,156 shares of common stock as of May 16, 2008.





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CONSTITUTION MINING CORP.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
March 31, 2008



INDEX





|PART I - FINANCIAL INFORMATION | 3       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|PART II - OTHER INFORMATION    | 28      
|                               | Item 1. 
|                               | Item 1A.
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|                               | Item 5. 
|                               | Item 6. 



FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries  and other factors.  Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-KSB for the year ended December 31, 2007, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC").  These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.



- 2 -



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PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

The following unaudited interim financial statements of Constitution Mining Corp.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:



|                                                  | Page
|------------------------------------------------- | ----
|Balance Sheets                                    | 4   
|Statements of Operations                          | 5   
|Statement of Cash Flows                           | 6   
|Statements of Changes in Stockholders' Deficiency | 7   
|Notes to Financial Statements                     | 8   















- 3 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)

|                                                              |  | As at 31
March
2008 |  | As at 31
December 2007
(Audited)
|------------------------------------------------------------- |  | ------------------- |  | --------------------------------
|Assets                                                        |  | $                   |  | $                               
|                                                              |  |                     |  |                                 
|Current                                                       |  |                     |  |                                 
|Cash and cash equivalents                                     |  | 163,307             |  | 54,642                          
|Amounts receivable                                            |  | -                   |  | 4,000                           
|Prepaid expenses                                              |  | -                   |  | 49,708                          
|                                                              |  |                     |  |                                 
|                                                              |  | 163,307             |  | 108,350                         
|                                                              |  |                     |  |                                 
|Property and equipment(Note 4)                                |  | 4,132               |  | -                               
|                                                              |  |                     |  |                                 
|Website development cost(Note 5)                              |  | 36,385              |  | -                               
|                                                              |  |                     |  |                                 
|Unproven oil and gas exploration property(Note 3)             |  | -                   |  | 481,504                         
|                                                              |  |                     |  |                                 
|                                                              |  | 203,824             |  | 589,854                         
|Liabilities                                                   |  |                     |  |                                 
|                                                              |  |                     |  |                                 
|Current                                                       |  |                     |  |                                 
|Accounts payable and accrued liabilities (Note 7)             |  | 232,431             |  | 62,787                          
|Convertible debentures (Note 8)                               |  | -                   |  | 788,619                         
|Due to related party (Note 9)                                 |  | 166,511             |  | 11,388                          
|                                                              |  |                     |  |                                 
|                                                              |  | 398,942             |  | 862,794                         
|Stockholders' deficiency                                      |  |                     |  |                                 
|Capital stock (Note 11)                                       |  |                     |  |                                 
|Authorized                                                    |  |                     |  |                                 
|300,000,000 common shares, par value $0.001 and               |  |                     |  |                                 
|50,000,000 preferred shares, par value $0.001                 |  |                     |  |                                 
|Issued and outstanding                                        |  |                     |  |                                 
|31 March 2008 - 49,382,300 common shares, par value $0.001    |  |                     |  |                                 
|31 December 2007 - 48,582,300 common shares, par value $0.001 |  | 49,382              |  | 48,582                          
|Share subscriptions received in advance(Note 16)              |  | 706,447             |  | -                               
|Additional paid in capital                                    |  | 1,806,509           |  | 1,247,309                       
|Deficit, accumulated during the development stage             |  | (2,757,456)         |  | (1,568,831)                     
|                                                              |  |                     |  |                                 
|                                                              |  | (195,118)           |  | (272,940)                       
|                                                              |  |                     |  |                                 
|                                                              |  | 203,824             |  | 589,854                         



Nature and Continuance of Operations



On behalf of the Board:



"Willem Fuchter"



The accompanying notes are an integral part of these financial statements.



- 4 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)



|                                                                        | For the period from the date of inception on 6 March 2000 to 31 March 2008 |            | For the three month period ended 31 March 2008 |            | For the three month period ended 31 March 2007
|----------------------------------------------------------------------- | -------------------------------------------------------------------------- | ---------- | ---------------------------------------------- | ---------- | ----------------------------------------------
|                                                                        | $                                                                          |            | $                                              |            | $                                             
|                                                                        |                                                                            |            |                                                |            |                                               
|Operating expenses                                                      |                                                                            |            |                                                |            |                                               
|Acquisition of mineral property interest                                | 650,260                                                                    |            | 650,260                                        |            | -                                             
|Amortization expense                                                    | 164,145                                                                    |            | 3,643                                          |            | 32,100                                        
|Default on oil and gas deposit                                          | 25,000                                                                     |            | -                                              |            | -                                             
|Exploration costs                                                       | 421,491                                                                    |            | 421,491                                        |            | -                                             
|Interest on convertible debentures (Note 8)                             | 126,525                                                                    |            | -                                              |            | 18,391                                        
|Investor relations                                                      | 195,151                                                                    |            | 94,993                                         |            | -                                             
|Management fees (Note 10)                                               | 222,500                                                                    |            | 78,000                                         |            | 21,200                                        
|Office and miscellaneous                                                | 65,308                                                                     |            | 39,441                                         |            | 843                                           
|Professional fees                                                       | 445,904                                                                    |            | 150,249                                        |            | 25,938                                        
|Rent                                                                    | 22,380                                                                     |            | 7,297                                          |            | 600                                           
|Stock-based compensation (Note 12)                                      | 625,035                                                                    |            | -                                              |            | -                                             
|Travel & entertainment                                                  | 98,086                                                                     |            | 44,201                                         |            | -                                             
|                                                                        |                                                                            |            |                                                |            |                                               
|                                                                        | (3,061,785)                                                                |            | (1,489,575)                                    |            | (99,072)                                      
|Other items                                                             |                                                                            |            |                                                |            |                                               
|Foreign exchange loss                                                   | (10,202)                                                                   |            | (8,155)                                        |            | -                                             
|Gain on sale of oil and gas property (Notes 3 & 8)                      | 307,115                                                                    |            | 307,115                                        |            | -                                             
|Interest income                                                         | 7,416                                                                      |            | 1,990                                          |            | -                                             
|                                                                        | 304,329                                                                    |            | 300,950                                        |            | -                                             
|Net operating loss and comprehensive loss for the period                | (2,757,456)                                                                |            | (1,188,625)                                    |            | (99,072)                                      
|                                                                        |                                                                            |            |                                                |            |                                               
|Basic and diluted loss per common share                                 |                                                                            |            | (0.024)                                        |            | (0.002)                                       
|                                                                        |                                                                            |            |                                                |            |                                               
|Weighted average number of common shares used in per share calculations |                                                                            | 49,162,519 |                                                | 46,000,000











The accompanying notes are an integral part of these financial statements.



- 5 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)



|                                                                           | For the period from the date of inception on 6 March 2000 to 31 March 2008 |  | For the three
 month period ended 31 March 2008 |  | For the three 
month 
period 
ended 31 March 2007
|-------------------------------------------------------------------------- | -------------------------------------------------------------------------- |  | ----------------------------------------------- |  | -------------------------------------------------
|                                                                           | $                                                                          |  | $                                               |  | $                                                
|                                                                           |                                                                            |  |                                                 |  |                                                  
|Cash flows from operating activities                                       |                                                                            |  |                                                 |  |                                                  
|Net loss for the period                                                    | (2,757,456)                                                                |  | (1,188,625)                                     |  | (99,072)                                         
|Adjustments to reconcile loss to net cash used by operating 
   activities |                                                                            |  |                                                 |  |                                                  
|Accrued interest (Note 8)                                                  | 126,525                                                                    |  | -                                               |  | 18,391                                           
|Amortization (Notes 3, 4 and 5)                                            | 164,145                                                                    |  | 3,643                                           |  | 32,100                                           
|Contributions to capital by related party - expenses                       | 15,000                                                                     |  | -                                               |  | 600                                              
|Value of shares issued for mineral properties                              | 560,000                                                                    |  | 560,000                                         |  | -                                                
|Gain on sale of oil & gas property (Note 3, 8 and 15)                      | (307,115)                                                                  |  | (307,115)                                       |  | -                                                
|Stock-based compensation (Note 12)                                         | 625,035                                                                    |  | -                                               |  | -                                                
|Changes in operating assets and liabilities                                |                                                                            |  |                                                 |  |                                                  
|Decrease in accounts receivable and prepaid expenses                       | -                                                                          |  | 53,708                                          |  | -                                                
|Increase in accounts payable and accrued liabilities                       | 232,431                                                                    |  | 169,644                                         |  | 33,403                                           
|Increase in due to related party                                           | 166,511                                                                    |  | 155,123                                         |  | -                                                
|                                                                           |                                                                            |  |                                                 |  |                                                  
|                                                                           | (1,174,924)                                                                |  | (553,622)                                       |  | (14,578)                                         
|                                                                           |                                                                            |  |                                                 |  |                                                  
|Cash flows from investing activities                                       |                                                                            |  |                                                 |  |                                                  
|Purchase of  equipment                                                     | (4,467)                                                                    |  | (4,467)                                         |  | -                                                
|Website development costs                                                  | (39,693)                                                                   |  | (39,693)                                        |  | -                                                
|Purchase of oil and gas property (Note 3)                                  | (642,006)                                                                  |  | -                                               |  | -                                                
|                                                                           |                                                                            |  |                                                 |  |                                                  
|                                                                           | (686,166)                                                                  |  | (44,160)                                        |  | -                                                
|Cash flows from financing activities                                       |                                                                            |  |                                                 |  |                                                  
|Common shares issued for cash (Note 11)                                    | 652,950                                                                    |  | -                                               |  | -                                                
|Convertible debentures (Note 8)                                            | 665,000                                                                    |  | -                                               |  | -                                                
|Share subscription received in advance                                     | 706,447                                                                    |  | 706,447                                         |  | 185,150                                          
|                                                                           |                                                                            |  |                                                 |  |                                                  
|                                                                           | 2,024,397                                                                  |  | 706,447                                         |  | 185,150                                          
|                                                                           |                                                                            |  |                                                 |  |                                                  
|Increase in cash and cash equivalents                                      | 163,307                                                                    |  | 108,665                                         |  | 170,572                                          
|                                                                           |                                                                            |  |                                                 |  |                                                  
|Cash and cash equivalents, beginning of period                             | -                                                                          |  | 54,642                                          |  | 27,472                                           
|                                                                           |                                                                            |  |                                                 |  |                                                  
|Cash and cash equivalents, end of period                                   | 163,307                                                                    |  | 163,307                                         |  | 198,044                                          



Supplemental Disclosures with Respect to Cash Flows





The accompanying notes are an integral part of these financial statements.



- 6 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)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                         
|Net loss for the period                                                    |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2000                                                |                         | 2,000,000     |                            | 2,000                                                     |                                                   | 1,000                         
|Common shares issued - cash                                                |                         | 5,000,000     |                            | 5,000                                                     |                                                   | 42,000                        
|Net loss for the year                                                      |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2001                                                |                         | 7,000,000     |                            | 7,000                                                     |                                                   | 43,000                        
|Net loss for the year                                                      |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2002                                                |                         | 7,000,000     |                            | 7,000                                                     |                                                   | 43,000                        
|Net loss for the year                                                      |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2003                                                |                         | 7,000,000     |                            | 7,000                                                     |                                                   | 43,000                        
|3 for 1 forward split                                                      |                         | 14,000,000    |                            | 14,000                                                    |                                                   | (14,000)                      
|Net loss for the year                                                      |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2004                                                |                         | 21,000,000    |                            | 21,000                                                    |                                                   | 29,000                        
|2 for 1 forward split                                                      |                         | 21,000,000    |                            | 21,000                                                    |                                                   | (21,000)                      
|Net loss for the year                                                      |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2005                                                |                         | 42,000,000    |                            | 42,000                                                    |                                                   | 8,000                         
|Common shares issued -  cash                                               |                         | 4,000,000     |                            | 4,000                                                     |                                                   | 76,000                        
|Contributions to capital by 
   related party - expenses                   |                         | -             |                            | -                                                         |                                                   | 14,400                        
|Net loss for the year                                                      |                         | -             |                            | -                                                         |                                                   | -                             
|Balance at 31 December 2006                                                |                         | 46,000,000    |                            | 46,000                                                    |                                                   | 98,400                        
|Contributions to capital by 
   related party - expenses                   |                         | -             |                            | -                                                         |                                                   | 600                           
|Common shares issued -  debt                                               |                         | 1,145,300     |                            | 1,145                                                     |                                                   | 21,761                        
|Common shares issued -  cash                                               |                         | 1,437,000     |                            | 1,437                                                     |                                                   | 501,513                       
|Stock-based compensation (Note 12)                                         | -                       |               | -                          |                                                           | 625,035                                           |                               
|Net loss for the period                                                    |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 December 2007                                                |                         | 48,582,300    |                            | 48,582                                                    |                                                   | 1,247,309                     
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Common shares issued -  
   mineral properties (Note 11)                   |                         | 800,000       |                            | 800                                                       |                                                   | 559,200                       
|Share subscription received in 
   advance (Note 16)                       |                         | -             |                            | -                                                         |                                                   | -                             
|Net loss for the period                                                    |                         | -             |                            | -                                                         |                                                   | -                             
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|Balance at 31 March 2008                                                   |                         | 49,382,300    |                            | 49,382                                                    |                                                   | 1,806,509                     
|                                                                           |                         |               |                            |                                                           |                                                   |                               
|                                                                          
|The accompanying notes are an integral part of these financial statements.





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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 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 development stage as its operations principally involve research and development, market analysis, and other business planning activities, 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 31 March 2008 and for the three 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 $1,188,625 for the three month period ended 31 March 2008 (2007 - $99,072) and has working capital deficit of $235,635 at 31 March 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 has shifted its focus from the oil and gas sector to seeking business opportunities in relation to nickel deposits in selected Nordic regions. The Company is not currently engaged in a business and had suffered losses from development stage activities to date.  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.





- 8 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



2.       Significant Accounting Policies



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



Basis of presentation



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.



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.



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.











- 9 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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 31 March 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.



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.









- 10 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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.



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.







- 11 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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 31 March 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.



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.











- 12 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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 FASBissued 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.



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.













- 13 -



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Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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













- 14 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



4.       Property and Equipment





|                   |  | Cost  |  | Accumulated
Amortization |  | Net Book
Value
As at 31 March 2008
|------------------ |  | ----- |  | ------------------------ |  | ----------------------------------
|                   |  | $     |  | $                        |  | $                                 
|                   |  |       |  |                          |  |                                   
|Computer Equipment |  | 4,467 |  | 335                      |  | 4,132                             
|                   |  |       |  |                          |  |                                   
|                   |  | 4,467 |  | 335                      |  | 4,132                             



During the three month period ended 31 March 2008, total additions to property and equipment were $4,467 (31 March 2007 - $Nil).



5.       Website Development Cost





|                    |  | Cost   |  | Accumulated
Amortization |  | Net Book
Value
As at 31 March 2008
|------------------- |  | ------ |  | ------------------------ |  | ----------------------------------
|                    |  | $      |  | $                        |  | $                                 
|                    |  |        |  |                          |  |                                   
|Website Development |  | 39,693 |  | 3,308                    |  | 36,385                            
|                    |  |        |  |                          |  |                                   
|                    |  | 39,693 |  | 3,308                    |  | 36,385                            



During the three month period ended 31 March 2008, total additions to website development were $39,693 (31 March 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.   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 and 14)

a.       $240,000 in expenditures plus a further issuance of 1,000,000 shares on or before 15 March 2008; (not completed)



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



- 15 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)



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.

During the three month ended 31 March 2008, an extension was granted to defer payment of $60,000 and the issuance of 1,000,000 common shares to 30 June 2008.

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.  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 11 and 14)

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.

During the three month ended 31 March 2008, an extension was granted to defer payment of $10,000 to 30 June 2008.

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 assignment 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 14)

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



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



- 16 -



---





Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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



d.



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 
31 March 
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                        |                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |                            |                                      
|Issued 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                        |                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |                            |                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Nil                        |                                      



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)



- 17 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



9.       Due to Related Party



As at 31 March 2008, the amount in due to related party consists of $166,511 (31 December 2007 - $11,388) payable to directors 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 three month period ended 31 March 2008, the Company paid or accrued management and consulting fees of $108,342 to directors and officers of the Company or company's controlled by directors and officers (31 March 2007 - $21,200).



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



31 March 2008 the total issued and outstanding capital stock is 49,382,300 common shares with a par value of $0.001 per share.



During the three month period ended 31 March 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).



During the three month period ended 31 March 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).



Stock options



During the three month period ended 31 March 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 options
|--------------- |  | -----------------
|                |  |                  
|4 August 2008   |  | 3,190,000        
|4 February 2009 |  | 3,190,000        
|                |  |                  
|                |  | 6,380,000        





- 18 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)
31 March 2008



The following incentive stock options were outstanding at 31 March 2008:





|        |  | Exercise 
price |  | Number
of options |  | Remaining
contractual life (years)
|------- |  | --------------- |  | ----------------- |  | ----------------------------------
|        |  | $               |  |                   |  |                                   
|        |  |                 |  |                   |  |                                   
|Options |  | 1.00            |  | 6,380,000         |  | 9.85                              
|        |  |                 |  |                   |  |                                   
|        |  |                 |  | 6,380,000         |  |                                   



12.     Stock-Based Compensation



The following is a summary of stock based compensation activities during the period ended 31 March 2008:





|                                                               |  | Number of 
|shares |  | Weighted 
average 
exercise 
price
|-------------------------------------------------------------- |  | ------------------ |  | ----------------------------------
|                                                               |  |                    |  | $                                 
|                                                               |  |                    |  |                                   
|Outstanding and exercisable at 1 January 2008                  |  | 3,200,000          |  | 0.30                              
|                                                               |  |                    |  |                                   
|Granted                                                        |  | 6,380,000          |  | 1.00                              
|Exercised                                                      |  | -                  |  |                                   
|Cancelled                                                      |  | (3,200,000)        |  | 0.30                              
|                                                               |  |                    |  |                                   
|Outstanding and exercisable at 31 March 2008                   |  | 6,380,000          |  | 1.00                              
|                                                               |  |                    |  |                                   
|Weighted average fair value of options granted during the year |  |                    |  | $ 1.00                            



During the period ended 31 March 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.















- 19 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



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





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



The total estimated fair value of the 6,380,000 stock options granted during the three month period ended 31 March 2008 was $5,816,499 ($0.91 per option).  During the period ended 31 March 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)



13.     Income Taxes

The Company has losses carried forward for income tax purposes to 31 March 2008.  There are no current or deferred tax expenses for the period ended 31 March 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 three 
month period 
ended 31 March 
2008 |  | For the three 
month period 
ended 31 March 
2007
|---------------------------------------------------- |  | ------------------------------------------------- |  | -------------------------------------------------
|                                                     |  | $                                                 |  | $                                                
|Deferred tax asset attributable to:                  |  |                                                   |  |                                                  
|Current operations                                   |  | 404,133                                           |  | 33,685                                           
|Amortization                                         |  | (1,239)                                           |  | (10,914)                                         
|Contributions to capital by related party - expenses |  |                                                   |  | (204)                                            
|Stock based compensation                             |  |                                                   |  | -                                                
|Less: Change in valuation allowance                  |  | (402,894)                                         |  | (22,567)                                         
|                                                     |  |                                                   |  |                                                  
|Net refundable amount                                |  | -                                                 |  | -                                                















- 20 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 2008



The composition of the Company's deferred tax assets as at 31 March 2008 and 31 December 2007 is as follows:





|                                           |  | As at 31 
March 
2008 |  | As at 31
 December 2007
|------------------------------------------ |  | --------------------- |  | -----------------------
|                                           |  | $                     |  | $                      
|                                           |  |                       |  |                        
|Net income tax operating loss carryforward |  | (1,953,276)           |  | (768,293)              
|                                           |  |                       |  |                        
|Statutory federal income tax rate          |  | 34%                   |  | 34%                    
|Effective income tax rate                  |  | 0%                    |  | 0%                     
|                                           |  |                       |  |                        
|Deferred tax assets                        |  |                       |  |                        
|Tax loss carryforward                      |  | 664,114               |  | 261,220                
|Less: Valuation allowance                  |  | (664,114)             |  | (261,220)              
|                                           |  |                       |  |                        
|Net deferred tax asset                     |  | -                     |  | -                      



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



As at 31 March 2008, the Company has an unused net operating loss carryforward balance of approximately $1,953,000 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 31 March 
2008 |  | For the 
three month 
period 
ended
31 March
2008 |  | For the 
three month 
period 
ended
31 March 
2007
|------------------------------------------ |  | ------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | --------------------------------------------------
|                                           |  | $                                                                               |  | $                                                 |  | $                                                 
|                                           |  |                                                                                 |  |                                                   |  |                                                   
|Cash paid during the year for interest     |  | -                                                                               |  | -                                                 |  | -                                                 
|Cash paid during the year for income taxes |  | -                                                                               |  | -                                                 |  | -                                                 



During the three month period ended 31 March 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 three month period ended 31 March 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).





- 21 -



---



Constitution Mining Corp.
(formerly Nordic Nickel Ltd.)
(An Exploration Stage Company)Notes to Financial Statements
(Expressed in U.S. Dollars)31 March 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 8)



15.     Commitments



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



16.     Subsequent Events



Subsequent to 31 March 2008 the following events occurred:



a.       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 2008, commencing 7 October 2008.



The Company issued 70,645 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 2008, commencing 7 October 2008. These units were issued for payment for services rendered by a private placement agent.



b.       The Company cancelled 120,000 stock options which existed at 31 March 2008, granted 250,000 stock options at an exercise price of $1.00 expiring on 4 February 2018 and amended 1,000,000 stock options at an exercise price of $1.00 to be 250,000 stock options.











- 22 -



---





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

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended March 31, 2008 and 2007 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2008 and 2007.  The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading "Risk Factors".

Overview of Our Business

History

We were incorporated in the State of Nevada under the name "Crafty Admiral Enterprises, Ltd." on March 6, 2000.  We were originally organized to engage in the business of the sale of 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.  We remained inactive and did not conduct any business from July 2002 until our fiscal year ended December 31, 2006.

On June 27, 2006, we acquired a 100% interest in a mineral, oil and gas property located on 1,426 hectares 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"), as disclosed in a Current Report we filed with the SEC on September 12, 2006 (the "September 2006 Current Report"). We have determined that, as a result of such transaction, we ceased to be a shell company as of April 29, 2006.  We provided Form 10-SB disclosure required by Item 2.01 of Form 8-K in our September 2006 Current Report. However, we failed to provide Item 5.06 disclosure in such September 2006 Current Report that we ceased to be a shell company as a result of our entry into the Tombaugh Lease, and we inadvertently carried forward our designation as a shell company in our 10-QSB and 10-KSB filings made subsequent to the filing of our September 2006 Current Report.  We provided Item 5.06 disclosure that we are no longer a shell company in a Current Report on Form 8-K that we filed with the SEC on January 24, 2008.

Name Changes



After acquiring our interest under the Tombaugh Lease in June 2006, we shifted our focus from the oil and gas sector to seeking business opportunities in relation to nickel deposits in selected Nordic regions.  In order to better reflect the nature of our business focus, on March 9, 2007, we amended our Articles of Incorporation to change our name to "Nordic Nickel Ltd."  We changed our name pursuant to a parent/subsidiary merger between us (as "Crafty Admiral Enterprises, Ltd.") and our wholly-owned non-operating subsidiary, Nordic Nickel Ltd., which we established for the purpose of effectuating this name change.  In accordance with Section 92A.180 of the Nevada Revised Statutes, shareholder approval was not required to effectuate this merger and name change.

Subsequently, we decided to expand our exploration efforts beyond the Nordic region.  As a result, on November 14, 2007, we amended our Articles of Incorporation to change our name to "Constitution Mining Corp."  We changed our name pursuant to a parent/subsidiary merger between us (as Nordic Nickel Ltd.) and our wholly-owned non-operating subsidiary, Constitution Mining Corp., which we established for the purpose of effecting this name change.  In accordance with Section 92A.180 of the Nevada Revised Statutes, shareholder approval was not required to effectuate this merger and name change.

Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent.  There is no assurance that a commercially viable mineral deposit exists on the properties underlying our mineral property interests, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined.  We have no known reserves of any type of mineral.  To date, we have not discovered an economically viable mineral deposit on the property underlying our mineral property interests, and there is no assurance that we will discover one.



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Our Acquisition of Mineral Property Interests

The Tombaugh Lease

As described above, on June 27, 2006, we acquired a 100% interest in a mineral, oil and gas property located on 1,426 hectares in St. Francis County, Arkansas for a cash payment of $642,006, pursuant to the Tombaugh Lease.

Effective January 18, 2008, our Board of Directors approved our entry into an Assignment and Assumption of Lease and Debt Agreement with Fayetteville Oil and Gas, Inc. ("Fayetteville"), Iberica Enterprises Inc. ("Iberica") and Montex Fayetteville, LLC ("Montex"), pursuant to which we assigned to Fayetteville (the "Assignment") all of our right, title and interest in and to the Tombaugh Lease.  As consideration of the Assignment, Fayetteville assumed all of our obligations under the Tombaugh Lease and agreed to discharge all of our obligations thereunder.  In addition, as further consideration of the Assignment, Fayetteville assumed all of our payment obligations, as of December 31, 2007, on a demand basis, under a certain Convertible Debenture Note previously entered into by us with Iberica (the "Iberica Note") as well as under a certain Convertible Debenture Note previously entered into by us with Montex (the "Montex Note").  As of December 31, 2007, the balance due under the Iberica Note was U.S.$306,378 (consisting of U.S.$250,000 in principal and unpaid interest of U.S.$56,378), and the balance due under the Montex Note was U.S.$482,241 (consisting of U.S.$415,000 in principal and unpaid interest of U.S.$67,241).  As a result of Fayetteville's agreement to assume such payment obligations, each of Iberica and Montex have agreed to release us from any and all of our obligations under the Iberica and Montex Notes, respectively.

Atena Gold Project

Effective December 12, 2007, we entered into an assignment agreement dated December 12, 2007 with Proyectos Mineros S.A. ("PMSA") (formerly Recursos Maricunga S.A.) with respect to PMSA's right to explore and option to purchase certain mining properties in the Salta Province of Argentina, known as the Atena Gold Project.  The Atena Gold property consists of an aggregate 3,676 hectares. The option has been granted to PMSA from Rio Tinto Mining & Exploration Ltd., Argentine Branch.  Pursuant to the terms of our agreement with PMSA, PMSA has assigned to us all of PMSA's rights and obligations under the option, in consideration of:

1.   our issuance of 500,000 shares of capital stock to PMSA and paying to PMSA an amount of $60,000 on or before December 19, 2007 (we issued these shares during the first quarter of 2008, and PMSA has consented to extend the due date of the $60,000 payment until June 30, 2008);

2.   our incurring a minimum of $3,740,000 in work commitment expenditures on the Atena Gold Project and making additional issuances of 7,000,000 shares of our common stock to PMSA in accordance with the following schedule:

- $240,000 in expenditures plus a further issuance of 1,000,000 shares of our common stock on or before March 15, 2008 (PMSA has consented to extend the due date for this share issuance until June 30, 2008 and has confirmed that all work commitments as of March 15, 2008 have been satisfied to PMSA's satisfaction);
- 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.



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We will acquire 100% of the option once we have completed our commitments, as set forth above, on or before March 15, 2011. Upon the completion of this acquisition, we will grant to PMSA a 1% net smelter returns royalty. The option grants us the exclusive possession of the Atena Gold Property for mineral exploration, together with the right to purchase the property upon exercise of the option. The option is subject to an additional 1% net smelter returns royalty in favour of the underlying titleholder.

Willem Fuchter, our President, Chief Executive Officer, Principal Executive Officer and a director, is the President of PMSA.

Cerro Amarillo Property

Effective January 8, 2008, we entered into an assignment agreement dated January 8, 2008 with PMSA with respect to PMSA's right to explore and option to purchase certain mining properties, known as the Cerro Amarillo Property, located in Departamento Malargue, Province of Mendoza, Argentina.  The Cerro Amarillo Property consists of an aggregate 14,221 hectares.  The option has been granted to PMSA from Mr. Jorge Daniel Bengoechea and Lydia Elena Espizua, the titleholders to the properties.  Pursuant to the terms of our agreement with PMSA, PMSA has assigned to us all of PMSA's rights and obligations under the option, in consideration of:

1.   our issuing 300,000 shares of our capital stock to PMSA and paying to PMSA an amount of $10,000 on or before January 13, 2008 (we issued such shares during the first quarter of 2008, and we have been granted an extension with respect to the $10,000 payment until June 30, 2008);

2.   our incurring a minimum of $450,000 in work commitment expenditures on the Cerro Amarillo Property and making additional issuances of 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 the Cerro Amarillo Property, then we must issue an additional 3,000,000 shares of our common stock. The option is subject to a 1% net smelter returns royalty in favour of the underlying titleholders.

As indicated above, Willem Fuchter, our President, Chief Executive Officer, Principal Executive Officer and a director, is the President of PMSA.

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 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 these properties, we must make the following payments to Ms. Rodriguez, as set forth in the underlying option agreement:



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- US$75,000 by January 19, 2009;
- a further US$150,000 by January 19, 2010;
- a further US$200,000 by January 19, 2011; and
- a further US$1,000,000 by January 19, 2012, by means of which final payment the option to acquire a 90% interest in these properties will have been automatically exercised.

As indicated above, Willem Fuchter, our President, Chief Executive Officer, Principal Executive Officer and a director, is the President of PMSA.

Plan of Operations

Our plan of operations within the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary:

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 Gold 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.  As at March 31, 2008, we had cash and cash equivalents of $163,307 and a working capital deficit of $235,635.  As such, our ability to make our planned exploration expenditures and to pay for our general administrative expenses will be subject to us obtaining additional financing.

During the twelve month period following the date of this report we anticipate that we will not generate any revenue.  Accordingly, we will be required to obtain additional financing in order to continue our plan of operations during and beyond the next twelve months.  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 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, 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.



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Results of Operations



We have not had any revenues from operations for the past two fiscal years.  We had a net loss of $1,188,625 for the three months ended March 31, 2008 as compared to a net loss of $99,072 for the three months ended March 31, 2007.  The increase in our net loss was primarily the result of a $650,260 expense with respect to acquisition of mineral property interests in the three months ended March 31, 2008 (three months ended March 31, 2007 - $Nil), exploration costs of $421,491 during the three months ended March 31, 2008 (three months ended March 31, 2007 - $Nil), and professional fees of $150,249 during the three months ended March 31, 2008 (three months ended March 31, 2007 - $25,938).

Liquidity and Capital Resources

At March 31, 2008, we had cash and cash equivalents of $163,307 (December 31, 2007 - $54,642) and a working capital deficit of $235,635 (December 31, 2007 - $754,444).  Although we believe that our existing cash balance is sufficient for our near-term day-to-day general administrative expenses, we will require additional financing in order to pursue our planned exploration as outlined under "Plan of Operations" above.

Cash Used in Operating Activities

Operating activities in during the three month periods ended March 31, 2008 and 2007 used cash of $553,622 and $14,578 respectively, which reflect our recurring operating losses.

Cash Used in Investing Activities

In the three months ended March 31, 2008, we used $44,160 in investing activities ($4,467 for the purchase of equipment and $39,693 in connection with website development costs).  We did not use cash in investing activities in the three months ended March 31, 2007.

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.  Financing activities in the three month periods ended March 31, 2008 and 2007 provided cash of $706,447 and $185,150, respectively.

Significant Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements.  In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

Significant accounting policies used in the preparation of our financial statements are set forth in Note 2 to our interim financial statements for the three month period ended March 31, 2008.



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Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes of financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.     Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer, Willem Fuchter, and our Principal Financial Officer, Kenneth Phillippe, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report, and in their opinion our disclosure controls and procedures were effective.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A.     Risk Factors

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this report, including our financial statements and related notes, before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  As a result, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Because we have only recently recommenced business operations, we have no history of earnings and no foreseeable earnings, and we may never achieve profitability or pay dividends.

We have been inactive from July 2002 until our fiscal year ended December 31, 2006, and we did not acquire our current mineral property interests until the end of fiscal 2007 and the first quarter of fiscal 2008.  As such, our ability to operate our business successfully remains untested.  If we are successful in developing the properties that are the subject of our mineral property interests, we anticipate that we will retain any future earnings, if any, and other cash resources for the future operation and development of our business as appropriate.  We do not currently anticipate declaring or paying any cash dividends in the foreseeable future.  Payment of any future dividends is solely at the discretion of our board of directors, which will take into account many factors including our operating results, financial conditions and anticipated cash needs.  For these reasons, we may never achieve profitability or pay dividends.



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We have yet to attain profitable operations, and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $2,757,456 for the period from March 6, 2000 (inception) to March 31, 2008, and we have no revenues to date.  At March 31, 2008, we had cash and cash equivalents of $163,307 and a working capital deficit of $235,635.  As such, we will need to generate additional financial resources in order to continue operations and maintain our business during and beyond the next twelve months.  If we are unable to obtain adequate additional financing, we will be required to curtail operations and exploration activities.  These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with this report have been prepared assuming that we will continue as a going concern.  Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the period from incorporation to December 31, 2007.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of the properties underlying our mineral property interests, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of valuable minerals on the properties.  Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The search for valuable minerals as a business is extremely risky.  We may not find commercially exploitable reserves of minerals on the properties underlying our mineral property interests.  Exploration for minerals is a speculative venture necessarily involving substantial risk.  The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the properties underlying our mineral property interests that we plan to undertake.  Problems such as unusual or unexpected formations, the inability to obtain suitable or adequate machinery, equipment or labour, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts.  In such a case, we would be unable to complete our business plan.  In addition, any determination that any of the properties contain commercially recoverable quantities of ore may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable.  There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that any of the properties can be commercially developed.

We will require significant additional financing in order to conduct exploration activities and assessment of the commercial viability of the properties underlying our mineral property interests.  Even if we discover commercial reserves on any of the properties underlying our mineral property interests, we may not be able to successfully advance the property into commercial production.

The properties underlying our mineral property interests do not contain any known bodies of ore.  Our business plan calls for significant expenditures in connection with the exploration of the properties.  We will require additional financing in order to maintain our administrative costs for the next twelve months and to pursue exploration programs on the properties.  We currently are in the exploration stage and have no revenue from operations.  We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all.  If we are unable to obtain additional financing, we will not be able to pursue exploration activities and assessment of the commercial viability of the properties.  Further, if we are able to establish that development of the properties is commercially viable, our inability to raise additional financing at that stage would result in our inability to place the properties into production and recover our investment.



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Our exploration activities may not be commercially successful, which could lead us to abandon our plans to develop the properties underlying our mineral property interests and our investments in exploration.

Our long-term success depends on our ability to establish commercially recoverable quantities of ore on the properties underlying our mineral property interests.  Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive.  Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining.  Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves.  The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing.  We may not discover or acquire any mineralized material in sufficient quantities on the properties underlying our mineral property interests to justify commercial operations.  Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of ore on the properties.

As we undertake exploration of the properties underlying our mineral property interests, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

We will be subject to the mining laws and regulations of the Republic of Argentina as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations.  We have only recently acquired our mineral property interests, and we have not yet fully determined the likely cost of compliance with such regulations.  In addition, there is a risk that new regulations enacted from time to time could increase our time and costs of doing business.

If there is a defect with respect to title of our mineral property interests, our business may fail.

We have interests in certain mineral properties in Argentina, which interests consists of the right to explore with an option to purchase.   Although we believe that we have taken all appropriate steps to determine that we have good title to interest to these interest, there is no guarantee that there are no defects with respect to title of the mineral property interests.  The property may be subject to prior unregistered agreements or transfers, and title may be affected by undetected defects.  If we do not have clear title to our mineral property interests, our business may fail and you may lose your entire investment in our common stock.

We are subject to risks inherent in the mineral extraction industry, and at present we do not have any insurance against such risks.  Any losses we may incur that are associated with such risks may cause us to incur substantial costs which will have a material adverse effect upon our results of operations.

Any mineral exploration activities that we may undertake in the future will be subject to risks normally encountered in such industry.  Exploration for, and extraction of, minerals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes.  At the present we do not intend to obtain insurance coverage and even if we were to do so, such insurance may not be available at all or at economically feasible premiums.  Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.  Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies engaged in mineral exploration and extraction on acceptable terms.  We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons.  Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.  Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock.



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Because of the fiercely competitive nature of the mining industry, we may be unable to maintain or acquire attractive mining properties on acceptable terms, which will materially affect our financial condition.

The mining industry is competitive in all of its phases.  We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals.  Many of these companies have greater financial resources, operational experience and technical capabilities.  As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all.  Consequently, our revenues, operations and financial condition could be materially adversely affected.

We rely on key members of management, the loss of whose services would have a material adverse effect on our success and development.

Our success depends to a certain degree upon certain key members of the management.  These individuals are a significant factor in our growth and success.  The loss of the service of members of the management could have a material adverse effect on us.



Because our executive officers have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Our executive officers have other business interests, and spend only a portion of their time on providing management services to us.  While our officers presently possess adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.



Risks related to our common stock



Our stock is a penny stock.  Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

Our stock is quoted on the OTC Bulletin Board of FINRA, which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing.  Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions.  Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances.  Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited.  In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities.  Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities.  Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.



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In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer when recommending the investment to that customer.  Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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



Pursuant to the terms of an Assignment Agreement that we entered into with Proyectos Mineros S.A. ("PMSA") (formerly Recursos Maricunga S.A.) on December 12, 2007, we issued 500,000 shares to in PMSA on January 25, 2008 as partial consideration to acquire the right to explore and obtain an option to purchase the 3,676 hectare Atena Gold Project located in the Salta Province of Argentina.  We determined that this issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof.



Pursuant to the terms of an Assignment Agreement that we entered into with PMSA on January 8, 2008, we issued 300,000 shares to in PMSA on January 25, 2008 as partial consideration to acquire the right to explore and obtain an option to purchase the 14,221 hectare Cerro Amarillo Property located in the Mendoza Province of Argentina.  We determined that this issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof.



On February 4, 2008, pursuant to and in accordance with our Stock Incentive Plan, we granted vesting options to a total of 21 officers, directors, employees and consultants of the Company, pursuant to which such officers and directors can, subject to the vesting provisions of such options, purchase an aggregate of 6,380,000 shares of the Company's common stock at an exercise price of $1.00 per share.  One half of the options (with respect to 3,190,000 shares) vest on August 4, 2008, and the remaining one half of the options (with respect to the remaining 3,190,000 shares) vest on February 4, 2009.  On May 1, 2008, we cancelled the options of two such grantees with respect to options to purchase an aggregate of 120,000 shares.  On the same date, we reduced the number of options of a third grantee by 750,000, from options to purchase 1,000,000 shares to options to purchase 250,000 shares.  On May 1, 2008, we also granted vesting options to a director of the Company and a consultant to the Company, pursuant to which they can purchase an aggregate of 250,000 shares of the Company's common stock at an exercise price of $1.00 per share.  One half of the options (with respect to 125,000 shares) vest on August 4, 2008, and the remaining one half of the options (with respect to the remaining 125,000 shares) vest on February 4, 2009.  As a result of the changes on May 1, there are now outstanding vesting options to purchase an aggregate of 5,760,000 shares, held by 21 grantees.  We determined that these issuances were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof.



On April 7, 2008, we completed a private equity offering of 1,009,211 Units at $0.70 per Unit (the "Units") to a total of thirty (30) accredited 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 1,009,211 shares of common stock and warrants to purchase 1,009,211 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 $706,447.   In connection with this private equity offering, we issued to an agent as a commission 70,645 Units for services rendered in the private equity offering on the same terms as the Units issued to each investor.  The agent is a licensed broker-dealer.  We completed this offering pursuant to Sections 4(2) and 4(6) of the Securities Act. of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder.  In connection with the sale of these Units, we relied on each of the investors' written representations that they were an "accredited investor" as defined in Rule 501(a) under the Securities Act.  Each investor represented its intention to acquire the securities for investment only and not with a view toward 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.



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Item 3.     Defaults Upon Senior Securities

None.

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

None.

Item 5.     Other Information

None

Item 6.     Exhibits



|Exhibit No. | Description of Exhibit                                                                                                                                                        
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1)      | Articles of Incorporation                                                                                                                                                     
|3.2(2)      | Articles of Merger effective March 9, 2007 (to change name to Nordic Nickel Ltd.)                                                                                             
|3.3(3)      | Articles of Merger effective November 14, 2007 (to change name to Constitution Mining Corp.)                                                                                  
|3.4(4)      | Bylaws, as amended as of October 30, 2007                                                                                                                                     
|10.1(5)     | Assignment Agreement, dated effective December 12, 2007, between Proyectos Mineros S.A. and Constitution Mining Corp. regarding Atena Gold Property                           
|10.2(6)     | Assignment Agreement, dated effective January 8, 2008, between Proyectos Mineros S.A. and Constitution Mining Corp. regarding Cerro Amarillo Property                         
|10.3(7)     | Assignment and Assumption of Lease and Debt Agreement, dated effective January 18, 2008                                                                                       
|10.4(8)     | 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
|10.5(3)     | 2007 Stock Incentive Plan, as amended February 2008                                                                                                                           
|21.1        | Subsidiaries of the Company                                                                                                                                                   
|            | Name of Subsidiary                                                                                                                                                            
|            | Constitution Mining Argentina SA                                                                                                                                              
|31.1        | Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)                                                                                
|31.2        | Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)                                                                                
|32.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350                                                               

(1)   Previously filed with the SEC as an exhibit to our Registration Statement on Form 10-SB12G, as filed with the SEC on May 6, 2003.

(2)   Previously filed with the SEC as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed with the SEC on April 10, 2007.

(3)   Previously filed with the SEC as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, as filed with the SEC on April 15, 2008.





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(4)   Previously filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007, as filed with the SEC on November 13, 2007.

(5)   Previously filed with the SEC as an exhibit to our Current Report on Form 8-K, as filed with the SEC on December 18, 2007.

(6)   Previously filed with the SEC as an exhibit to our Current Report on Form 8-K, as filed with the SEC on January 10, 2008.

(7)   Previously filed with the SEC as an exhibit to our Current Report on Form 8-K, as filed with the SEC on January 24, 2008.

(8)   Previously filed with the SEC as an exhibit to our Current Report on Form 8-K, as filed with the SEC on March 21, 2008.













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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CONSTITUTION MINING CORP.



By:           "Willem Fuchter"
                  Willem Fuchter
                  President, Chief Executive Officer, Principal Executive Officer and a director

Date:        May 20, 2008



By:           "Kenneth Phillippe"
                  Kenneth Phillippe
                  Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer

Date:        May 20, 2008