UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549




FORM
10-Q


(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934




For the
quarterly period ended March 31,
2010




 ̈
            TRANSITION
      REPORT PURSUANT TO 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.


(Exact
name of registrant as specified in its charter)




Delaware
            88-0455809(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)




Pasaje
      Mártir Olaya 129, Oficina 1203, Centro Empresarial José Pardo Torre A,
      Miraflores, Lima, Perú(Address
      of principal executive offices)+51-1-446-6807(Registrant’s
      telephone number, including area code)_________________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)




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




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




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




Large
accelerated filer   ̈                                                                                                            Accelerated
filer  ̈


Non-accelerated
filer     ̈(Do not check
if a smaller reporting
company)                          
Smaller reporting company ý




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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:




Class
            
            Outstanding
      at May 13, 2010Common
      Stock, $0.001 par value
            
            82,947,412






Table of Contents












FORM
      10-Q
              CONSTITUTION
      MINING CORP.
              MARCH
      31, 2010
              
              TABLE OF CONTENTS
            PagePART
      I - FINANCIAL INFORMATIONItem
      1.
            Financial Statements.
            3Item
      2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
            4Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk.
            18Item
      4T.
            Controls and Procedures.
            18PART
      II – OTHER INFORMATIONItem
      1.
            Legal Proceedings.
            20Item
      1A.
            Risk Factors.
            20Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds.
            20Item
      3.
            Defaults Upon Senior Securities.
            21Item
      4.
            (Removed and Reserved).
            21Item
      5.
            Other Information.
            21Item
      6.
            Exhibits.
            21SignaturesExhibitsCertifications









- 2
-
 Table of Contents




PART
I - FINANCIAL INFORMATION




Item 1.   Financial
Statements.




Our
      unaudited consolidated financial statements included in this Form 10-Q are
      as follows:F-1
            Unaudited
      Consolidated Balance Sheet as of March 31, 2010.F-2
            Unaudited
      Consolidated Statements of Loss and Comprehensive Loss for the three
      months ended March 31, 2010 and 2009 and from inception on March 6, 2000
      to March 31, 2010.F-3
            Unaudited
      Consolidated Statement of Changes in Stockholders'
      Equity (Deficiency) from inception on March 6, 2000 to March 31,
      2010.F-4
            Unaudited
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2010 and 2009 and from inception on March 6, 2000 to March 31, 2010.F-5
            Notes
      to Unaudited Consolidated Financial
Statements.




These
unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form
10-Q.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.  Operating
results for the interim period ended March 31, 2010 are not necessarily
indicative of the results that can be expected for the full year.




- 3
-
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Balance Sheets
 (Expressed
in U.S. Dollars)
 (Unaudited)
 As
      at31
                March2010
              
              
              As
      at
                31
      December
                2009(Audited)$
              
              
              
              $AssetsCurrentCash
      and cash equivalents
              
              
              68,275
              
              
              
              205,125Amounts
      receivable (Note 4)
              
              
              84,262
              
              
              
              125,352Prepaid
      expense
              
              
              24,052
              
              
              
              22,724176,589
              
              
              
              353,201Property and equipment(Note 5)
              
              
              177,467
              
              
              
              150,758Website development cost(Note 6)
              
              
              20,458
              
              
              
              25,731Mineral property costs(Note 7)
              
              
              20,509,039
              
              
              
              19,900,36820,883,553
              
              
              
              20,430,058LiabilitiesCurrentAccounts
      payable and accrued liabilities (Note 8)
              
              
              1,111,299
              
              
              
              867,027Due
      to related parties (Note 9)
              
              
              1,156,871
              
              
              
              966,9042,268,170
              
              
              
              1,833,931Future income tax liabilities(Note 13)
              
              
              562,653
              
              
              
              752,2202,830,823
              
              
              
              2,586,151Stockholders’
      equityCapital stock (Note
      11)Authorized300,000,000
      common shares, par value $0.001 and50,000,000
      preferred shares, par value $0.001Issued
      and outstanding31
      December 2009 – 78,055,985 common shares, par value $0.00131
      March 2010 – 78,947,412 common shares, par value $0.001
              
              
              78,947
              
              
              
              78,056Share
      subscriptions received in advance
              
              
              -
              
              
              
              70,000Additional
      paid in capital
              
              
              26,868,051
              
              
              
              25,336,424Warrants(Note
      11)
              
              
              3,530,774
              
              
              
              3,572,255Deficit,
      accumulated during the exploration stage
              
              
              (17,835,042
              )
              
              
              (16,622,828
              )12,642,730
              
              
              
              12,433,907Non-controlling
      interest
              
              
              5,410,000
              
              
              
              5,410,00018,052,730
              
              
              
              17,843,90720,883,553
              
              
              
              20,430,058
 
 Nature, Basis of Presentation and
Continuance of Operations(Note 1), Commitments(Note 15) and
Subsequent Events (Note
16)
   
 F -
1
 Table of Contents
 Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statements of Loss and Comprehensive Loss
 (Expressed
in U.S. Dollars)
 (Unaudited)
 
 For
      the period from the date of inception on 6 March 2000 to 31 March
      2010
              
              
              For
      the
                three
      month
                period
      ended
                31
      March
                2010
              
              
              For
      the
                three
      month
                period
      ended 31 March 2009
              
              
              For
      the
                three
      month
                period
      ended 31 March 2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $ExpensesAcquisition
      of mineral property interests
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              650,260Amortization
      expense (Notes 5 and 6)
              
              
              294,256
              
              
              
              19,207
              
              
              
              21,122
              
              
              
              3,643Default
      on oil and gas deposit
              
              
              25,000
              
              
              
              -
              
              
              
              -
              
              
              
              -Exploration
      costs (Note 7)
              
              
              3,925,675
              
              
              
              190,218
              
              
              
              482,151
              
              
              
              421,491Interest
              
              
              165,327
              
              
              
              -
              
              
              
              -
              
              
              
              -Investor
      relations
              
              
              2,188,318
              
              
              
              93,221
              
              
              
              259,126
              
              
              
              94,993Management
      fees (Note 10)
              
              
              893,450
              
              
              
              111,000
              
              
              
              74,076
              
              
              
              78,000Office
      and miscellaneous
              
              
              455,679
              
              
              
              21,296
              
              
              
              80,611
              
              
              
              39,441Professional
      fees
              
              
              2,337,085
              
              
              
              145,160
              
              
              
              161,625
              
              
              
              150,249Rent
      (Note 10)
              
              
              167,300
              
              
              
              1,970
              
              
              
              26,800
              
              
              
              7,297Stock-based
      compensation (Note 12)
              
              
              7,932,518
              
              
              
              812,038
              
              
              
              1,497,220
              
              
              
              -Travel
              
              
              476,372
              
              
              
              36,936
              
              
              
              53,007
              
              
              
              44,201Write-down
      of mineral property acquisition costs (Note 7)
              
              
              4,339,330
              
              
              
              -
              
              
              
              -
              
              
              
              -Write-down
      of property and equipment (Note 5)
              
              
              26,611
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      operating loss before other items
              
              
              (23,226,921
              )
              
              
              (1,431,046
              )
              
              
              (2,655,738
              )
              
              
              (1,489,575
              )Other
      itemsForeign
      exchange income (loss)
              
              
              55,552
              
              
              
              29,265
              
              
              
              5,142
              
              
              
              (8,155
              )Gain
      on sale of oil and gas property (Note 14)
              
              
              307,115
              
              
              
              -
              
              
              
              -
              
              
              
              307,115Interest
      income
              
              
              12,795
              
              
              
              -
              
              
              
              -
              
              
              
              1,990Provision
      for potential legal claims (Note 8)
              
              
              (65,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -Project
      management fees
              
              
              60,000
              
              
              
              -
              
              
              
              -
              
              
              
              -370,462
              
              
              
              29,265
              
              
              
              5,142
              
              
              
              300,950Net
      operating loss before income taxes
              
              
              (22,856,459
              )
              
              
              (1,401,781
              )
              
              
              (2,650,596
              )
              
              
              (1,188,625
              )Future income tax recovery(Note 13)
              
              
              5,021,417
              
              
              
              189,567
              
              
              
              -
              
              
              
              -Net
      loss and comprehensive loss for the period
              
              
              (17,835,042
              )
              
              
              (1,212,214
              )
              
              
              (2,650,596
              )
              
              
              (1,188,625
              )Basic
      and diluted loss per common share
              
              
              
              
              
              
              (0.015
              )
              
              
              (0.045
              )
              
              
              (0.024
              )Weighted
      average number of common shares used in per share
    calculations
              
              
              
              78,947,412
              
              
              
              58,469,456
              
              
              
              49,162,519




F -
2
 Table of Contents





Constitution
Mining Corp.


(An
Exploration Stage Company)


Consolidated
Statements of Changes in Stockholders’ Equity


(Expressed
in U.S. Dollars)


(Unaudited)





Number
      of
              shares
      issued
            
            Capital
      Stock
            
            Additional
              paid-in
      capital
            
            Share
              subscriptions
              received
      in advance
            
            Warrants
            
            Deficit,
      accumulated during the
              exploration
      stage
            
            
            Non-controlling
              interest
            
            Total
              stockholders’
      equity$
            
            
            $
            
            
            $
            
            
            $
            
            
            $
            
            
            
            $
            
            
            $Balance
      at 6 March 2000 (inception)Common
      shares issued – cash
            
            2,000,000
            
            
            2,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            3,000Net
      loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,291
            )
            
            
            -
            
            
            (2,291
            )Balance
      at 31 December 2000
            
            2,000,000
            
            
            2,000
            
            
            1,000
            
            
            -
            
            
            -
            
            
            (2,291
            )
            
            
            -
            
            
            709Common
      shares issued – cash
            
            5,000,000
            
            
            5,000
            
            
            42,000
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            47,000Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (10,571
            )
            
            
            -
            
            
            (10,571
            )Balance
      at 31 December 2001
            
            7,000,000
            
            
            7,000
            
            
            43,000
            
            
            
            
            
            -
            
            
            (12,862
            )
            
            
            -
            
            
            37,138Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,097
            )
            
            
            -
            
            
            (12,097
            )Balance
      at 31 December 2002
            
            7,000,000
            
            
            7,000
            
            
            43,000
            
            
            -
            
            
            -
            
            
            (24,959
            )
            
            
            -
            
            
            25,041Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,019
            )
            
            
            -
            
            
            (11,019
            )Balance
      at 31 December 2003
            
            7,000,000
            
            
            7,000
            
            
            43,000
            
            
            -
            
            
            -
            
            
            (35,978
            )
            
            
            -
            
            
            14,0223
      for 1 forward split
            
            14,000,000
            
            
            14,000
            
            
            (14,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            -Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,451
            )
            
            
            -
            
            
            (6,451
            )Balance
      at 31 December 2004
            
            21,000,000
            
            
            21,000
            
            
            29,000
            
            
            -
            
            
            -
            
            
            (42,429
            )
            
            
            -
            
            
            7,5712
      for 1 forward split
            
            21,000,000
            
            
            21,000
            
            
            (21,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            -Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (18,338
            )
            
            
            -
            
            
            (18,338
            )Balance
      at 31 December 2005
            
            42,000,000
            
            
            42,000
            
            
            8,000
            
            
            -
            
            
            -
            
            
            (60,767
            )
            
            
            -
            
            
            (10,767
            )Common
      shares issued –  cash
            
            4,000,000
            
            
            4,000
            
            
            76,000
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            80,000Contributions
      to capital by related party – expenses (Notes 10 and 14)
            
            -
            
            
            -
            
            
            14,400
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            14,400Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (289,343
            )
            
            
            -
            
            
            (289,343
            )Balance
      at 31 December 2006
            
            46,000,000
            
            
            46,000
            
            
            98,400
            
            
            -
            
            
            -
            
            
            (350,110
            )
            
            
            -
            
            
            (205,710
            )Contributions
      to capital by related party – expenses (Notes 10 and 14)
            
            -
            
            
            -
            
            
            600
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            600Common
      shares issued –  debt
            
            1,145,300
            
            
            1,145
            
            
            21,761
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            22,906Common
      shares issued –  cash
            
            1,437,000
            
            
            1,437
            
            
            501,513
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            502,950Stock-based
      compensation (Note 12)
            
            -
            
            
            -
            
            
            625,035
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            625,035Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,218,721
            )
            
            
            -
            
            
            (1,218,721
            )Balance
      at 31 December 2007
            
            48,582,300
            
            
            48,582
            
            
            1,247,309
            
            
            -
            
            
            -
            
            
            (1,568,831
            )
            
            
            -
            
            
            (272,940
            )Common
      shares issued –  mineral properties (Notes 7, 11 and
      14)
            
            3,800,000
            
            
            3,800
            
            
            4,166,200
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            4,170,000Common
      shares issued –  cash (Note 11)
            
            6,016,511
            
            
            6,016
            
            
            4,706,272
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            4,712,288Common
      shares issued –  services (Notes 11 and 14)
            
            70,645
            
            
            71
            
            
            49,380
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            49,451Value
      assigned to warrants (Note 11)
            
            -
            
            
            -
            
            
            (3,739,570
            )
            
            -
            
            
            3,739,570
            
            
            -
            
            
            
            -
            
            
            -Share
      issuance costs
            
            -
            
            
            -
            
            
            (517,702
            )
            
            -
            
            
            237,293
            
            
            -
            
            
            
            -
            
            
            (280,409
            )Stock-based
      compensation (Note 12)
            
            -
            
            
            -
            
            
            2,033,607
            
            
            -
            
            
            -
            
            
            -
            
            
            
            -
            
            
            2,033,607Net
      loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,304,833
            )
            
            
            -
            
            
            (5,304,833
            )Balance
      at 31 December 2008
            
            58,469,456
            
            
            58,469
            
            
            7,945,496
            
            
            -
            
            
            3,976,863
            
            
            (6,873,664
            )
            
            
            -
            
            
            5,107,164




F -
3
 Table of Contents





Constitution
Mining Corp.


(An
Exploration Stage Company)


Consolidated
Statements of Changes in Stockholders’ Equity


(Expressed
in U.S. Dollars)


(Unaudited)





Number
      of
              shares
      issued
            
            Capital
      Stock
            
            Additional
      paid–in capital
            
            Share
      subscriptions received in advance
            
            Warrants
            
            Deficit
              accumulated
              during
      the exploration stage
            
            Non-controlling
      interest
            
            Total
      stockholders’ equity$
            
            
            $
            
            
            $
            
            
            $
            
            
            $
            
            
            $
            
            
            $Balance
      at 31 December 2008
            
            
            58,469,456
            
            
            58,469
            
            
            7,945,496
            
            
            -
            
            
            3,976,863
            
            
            (6,873,664
            )
            
            -
            
            
            5,107,164Common
      shares issued –  mineral properties (Notes 7, 11 and
      14)
            
            
            2,300,000
            
            
            2,300
            
            
            1,676,700
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,679,000Common
      shares issued –  cash (Note 11)
            
            
            12,786,529
            
            
            12,787
            
            
            6,812,536
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            6,825,323Value
      assigned to warrants (Note 12)
            
            
            -
            
            
            -
            
            
            (3,309,467
            )
            
            -
            
            
            3,309,467
            
            
            
            
            
            -
            
            
            -Warrants
      expired (Note 11)
            
            
            -
            
            
            -
            
            
            3,739,570
            
            
            -
            
            
            (3,739,570
            )
            
            -
            
            
            -
            
            
            -Agent
      compensation warrants expired    (Note
    11)
            
            
            -
            
            
            -
            
            
            237,293
            
            
            -
            
            
            (237,293
            )
            
            -
            
            
            -
            
            
            -Share
      issuance costs
            
            
            -
            
            
            -
            
            
            (473,042
            )
            
            -
            
            
            262,788
            
            
            -
            
            
            -
            
            
            (210,254
            )Share
      subscription received in advance
            
            
            -
            
            
            -
            
            
            -
            
            
            70,000
            
            
            -
            
            
            -
            
            
            -
            
            
            70,000Business
      acquisition (Notes 7, 11 and 14)
            
            
            4,500,000
            
            
            4,500
            
            
            4,245,500
            
            
            -
            
            
            -
            
            
            -
            
            
            5,410,000
            
            
            9,660,000Stock-based
      compensation (Note 12)
            
            
            -
            
            
            -
            
            
            4,461,838
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,461,838Net
      loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,749,164
            )
            
            -
            
            
            (9,749,164
            )Balance
      at 31 December 2009
            
            
            78,055,985
            
            
            78,056
            
            
            25,336,424
            
            
            70,000
            
            
            3,572,255
            
            
            (16,622,828
            )
            
            5,410,000
            
            
            17,843,907Common
      shares issued –  mineral properties (Notes 7, 11 and
      14)
            
            
            500,000
            
            
            500
            
            
            404,500
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            405,000Common
      shares issued –  cash (Note 12)
            
            
            391,427
            
            
            391
            
            
            273,608
            
            
            (70,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            203,999Warrants
      exercised (Note 11)
            
            
            -
            
            
            -
            
            
            41,481
            
            
            
            
            
            (41,481
            )
            
            
            
            
            
            
            
            -Stock-based
      compensation (Note 12)
            
            
            -
            
            
            -
            
            
            812,038
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            812,038Net
      loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,212,214
            )
            
            -
            
            
            (1,212,214
            )Balance
      at 31 March 2010
            
            
            78,947,412
            
            
            78,947
            
            
            26,868,051
            
            
            -
            
            
            3,530,774
            
            
            (17,835,042
            )
            
            5,410,000
            
            
            18,052,730




F -
4
 Table of Contents


Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statements of Cash Flows
 (Expressed
in U.S. Dollars)
 (Unaudited)
 
 For
      the period from the date of inception on 6 March 2000 to 31 March
      2010
              
              
              For
      the three
                month
      period ended 31 March
                2010
              
              
              For
      the three
                month
      period ended 31 March
                2009
              
              
              For
      the three
                month
      period ended 31 March
                2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $Cash
      flows used in operating activitiesNet
      loss for the period
              
              
              (17,835,042
              )
              
              
              (1,212,214
              )
              
              
              (2,650,596
              )
              
              
              (1,118,625
              )Adjustments
      to reconcile loss to net cash used by operating activitiesAccrued
      interest
              
              
              126,525
              
              
              
              -
              
              
              
              -
              
              
              
              -Amortization
      (Notes 5 and 6)
              
              
              294,256
              
              
              
              19,207
              
              
              
              21,122
              
              
              
              3,643Contributions
      to capital by related party expenses
              
              
              15,000
              
              
              
              -
              
              
              
              -
              
              
              
              -Future income tax
      recovery
              
              
              (5,021,417
              )
              
              
              (189,567
              )
              
              
              -
              
              
              
              -Shares
      issued for services (Notes 11 and 14)
              
              
              24,199
              
              
              
              -
              
              
              
              -
              
              
              
              -Shares
      issued for mineral properties
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              560,000Warrants
      issued for services (Notes 11 and 14)
              
              
              25,252
              
              
              
              -
              
              
              
              -
              
              
              
              -Gain
      on sale of oil and gas property (Note 14)
              
              
              (307,115
              )
              
              
              -
              
              
              
              -
              
              
              
              (307,115
              )Stock-based
      compensation (Note 12)
              
              
              7,932,518
              
              
              
              812,038
              
              
              
              1,497,220
              
              
              
              -Write-down of mineral property
      acquisition costs (Note 7)
              
              
              4,339,330
              
              
              
              -
              
              
              
              -
              
              
              
              -Write-down of property and
      equipment (Note 5)
              
              
              26,611
              
              
              
              -
              
              
              
              -
              
              
              
              -Changes
      in operating assets and liabilities(Increase)
      decrease in prepaid expenses
              
              
              (24,052
              )
              
              
              (1,328
              )
              
              
              256,465
              
              
              
              49,708(Increase)
      decrease in amounts receivable
              
              
              (49,985
              )
              
              
              41,090
              
              
              
              30,000
              
              
              
              4,000Increase
      in accounts payable and accrued liabilities
              
              
              628,253
              
              
              
              244,272
              
              
              
              547,125
              
              
              
              169,644Increase
      in due to related parties
              
              
              453,834
              
              
              
              189,967
              
              
              
              137,832
              
              
              
              155,123(9,371,833
              )
              
              
              (96,535
              )
              
              
              (160,832
              )
              
              
              (553,622
              )Cash
      flows used in investing activitiesAcquisition
      of mineral property interest (Note 7)
              
              
              (764,253
              )
              
              
              (203,671
              )
              
              
              (25,00
              )
              
              
              -Business
      acquisition, net of cash received
              
              
              (1,499,908
              )
              
              
              -
              
              
              
              -
              
              
              
              -Purchase
      of equipment (Note 5)
              
              
              (255,233
              )
              
              
              (40,643
              )
              
              
              (85,258
              )
              
              
              (4,467
              )Website
      development costs (Note 6)
              
              
              (64,693
              )
              
              
              -
              
              
              
              -
              
              
              
              (39,693
              )Purchase
      of oil and gas property
              
              
              (642,006
              )
              
              
              -
              
              
              
              -
              
              
              
              -(3,226,093
              )
              
              
              (244,314
              )
              
              
              (110,258
              )
              
              
              (44,160
              )Cash
      flows from financing activitiesIssuance
      of common shares, net of share issue costs (Note 11)
              
              
              4,924,860
              
              
              
              273,999
              
              
              
              -
              
              
              
              -Increase
      in due to related parties
              
              
              27,304
              
              
              
              -
              
              
              
              -
              
              
              
              -Issuance
      of warrants (Note 11)
              
              
              7,049,037
              
              
              
              -
              
              
              
              -
              
              
              
              -Convertible
      debentures
              
              
              665,000
              
              
              
              -
              
              
              
              -
              
              
              
              -Share
      subscriptions received in advance
              
              
              -
              
              
              
              (70,000
              )
              
              
              240,000
              
              
              
              706,44712,666,201
              
              
              
              203,999
              
              
              
              240,000
              
              
              
              706,477Increase
      (decrease) in cash and cash equivalents
              
              
              68,275
              
              
              
              (136,850
              )
              
              
              (31,090
              )
              
              
              108,665Cash
      and cash equivalents, beginning of period
              
              
              -
              
              
              
              205,125
              
              
              
              66,580
              
              
              
              54,642Cash
      and cash equivalents, end of period
              
              
              68,275
              
              
              
              68,275
              
              
              
              35,490
              
              
              
              163,307
 
 Supplemental Disclosures with Respect
of Cash Flows(Note 14)




F -
5
 Table of Contents
 
 Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 
 1. Nature,
Basis of Presentation 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 its 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. On 21 October 2009, the
Company reincorporated in the State of Delaware. The Company is in the
exploration stage as its operations principally involve the examination and
investigation of land that may contain valuable minerals, for the purpose of
discovering the presence of ore, if any, and its extent.
 
 The
Company is an exploration stage enterprise, as defined in Accounting Standards
Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”.
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
consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America (“GAAP”) applicable to exploration stage enterprises, and are expressed
in U.S. dollars.  The Company’s fiscal year end is 31
December.
 
 The
accompanying consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiary, Constitution Mining Argentina SA, a
company incorporated under the laws of Argentina, since its date of
incorporation on 4 March 2008.   The Company also follows ASC
810-10, “Consolidation”, and fully
consolidates the assets, liabilities, revenues and expenses of Bacon Hill Invest
Inc. (“Bacon Hill”), a company incorporated under the law of
Panama.  The Company owns a 50% interest in Bacon Hill.  It
recognizes the other owner’s equity under the heading noncontrolling
interest.
 
 The
Company’s consolidated financial statements as at 31 March 2010 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 $1,212,214 for the three month period ended 31 March 2010 (31 March 2009 –
$2,650,596, 31 March 2008 - $1,188,625) and has working capital deficit of
$2,091,581 at 31 March 2010 (31 December 2009 – $1,480,730).
 
 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 2010.  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 consolidated
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.
  
 F -
6
 Table of Contents
 Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 
 On 27
June 2006, the Company acquired a 100% interest in an oil and gas property lease
located in St. Francis County, Arkansas (the “Tombaugh Lease”) for cash payment
of $642,006.   In 2007, the Company shifted its focus from oil and gas
sector to mineral exploration.
 
 Although
management is currently implementing its business plan, and 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
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 2. Changes
in Accounting Policies
 
 In
January 2010, FASB issued ASU No. 2010-02,“Accounting and Reporting for
Decreases in Ownership of a Subsidiary- a Scope Clarification”. ASU No.
2010-2 addresses implementation issues related to the changes in ownership
provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB
ASC, originally issued as SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. Subtopic 810-10 establishes the
accounting and reporting guidance for noncontrolling interests and changes in
ownership interests of a subsidiary. An entity is required to deconsolidate a
subsidiary when the entity ceases to have a controlling financial interest in
the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a
gain or loss on the transaction and measures any retained investment in the
subsidiary at fair value. The gain or loss includes any gain or loss associated
with the difference between the fair value of the retained investment in the
subsidiary and its carrying amount at the date the subsidiary is deconsolidated.
In contrast, an entity is required to account for a decrease in ownership
interest of a subsidiary that does not result in a change of control of the
subsidiary as an equity transaction. ASU No. 2010-02 is effective for the
Company starting 1 January 2010. The Company  adoption of ASU No.
2010-2 did not have a material impact on the Company's consolidated financial
statements.
 
 In
January 2010, the FASB issued ASU No. 2010-01, “Equity (ASC Topic 505): Accounting
for Distributions to Shareholders with Components of Stock and Cash”,
which clarifies that the stock portion of a distribution to shareholders that
allow them to elect to receive cash or stock with a potential limitation on the
total amount of cash that all shareholders can elect to receive in the aggregate
is considered a share issuance that is reflected prospectively in earnings per
share and is not considered a stock dividend for purposes of ASC Topic 505 and
ASC Topic 260. ASU No. 2010-2 is effective for the Company starting 1
January 2010. The adoption of the ASU No. 2010-01 did have a material impact on
the Company’s consolidated financial statements.
 
 In June
2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
167, “Amendments to FASB
Interpretation No. 46(R)”.  SFAS No. 167, which amends ASC
810-10, “Consolidation”, prescribes a
qualitative model for identifying whether a company has a controlling financial
interest in a variable interest entity (“VIE”) and eliminates the quantitative
model.  The new model identifies two primary characteristics of a
controlling financial interest: (1) provides a company with the power to direct
significant activities of the VIE, and (2) obligates a company to absorb losses
of and/or provides rights to receive benefits from the VIE.  SFAS No.
167 requires a company to reassess on an ongoing basis whether it holds a
controlling financial interest in a VIE.  A company that holds a
controlling financial interest is deemed to be the primary beneficiary of the
VIE and is required to consolidate the VIE.  SFAS No. 167, which is
referenced in ASC 105-10-65, has not yet been adopted into the Codification and
remains authoritative.  SFAS No. 167 is effective 1 January
2010.  The adoption of SFAS No. 167 did not have a material impact on
the Company’s consolidated financial statements.
   F -
7
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfer of Financial
Assets – an amendment of FASB Statement”.  SFAS No. 166 removes
the concept of a qualifying special-purpose entity from ASC 860-10, “Transfers and Servicing”, and
removes the exception from applying ASC 810-10, “Consolidation”. This
statements also clarifies the requirements for isolation and limitations on
portions of financial assets that are eligible for sale
accounting.  SFAS No. 166, which is referenced in ASC 105-10-65, has
not yet been adopted into the Codification and remains
authoritative.  This statement is effective 1 January
2010.  The adoption of SFAS No. 166 did not have a material impact on
the Company’s consolidated financial statements.
 
 In August
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Fair Value Measurement and
Disclosure (Topic 820) – Measuring Liabilities at Fair Value”, which
provides valuation techniques to measure fair value in circumstances in which a
quoted price in an active market for the identical liability is not
available.  The guidance provided in this update is effective 1
January 2010.  The adoption of this guidance did not have a material
impact on the Company’s consolidated financial statements.
 
 3. Significant
Accounting Policies
 
 The
following is a summary of significant accounting policies used in the
preparation of these consolidated financial statements.
 
 Principles
of consolidation
 
 All
inter-company balances and transactions have been eliminated in these
consolidated financial statements.
 
 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 and cash equivalents, amounts receivable, accounts
payable and accrued liabilities and amounts due to related parties approximates
their fair value because of the short maturity of these
instruments.  The Company’s operations are in the U.S. and Peru 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 consolidated financial statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.
 
 
 F -
8
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 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 ASC 740, “Income Taxes”, which requires
the use of the asset/liability method of accounting for income
taxes.  Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and for tax losses and credit
carry-forwards.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.  The Company provides for deferred taxes for the estimated
future tax effects attributable to temporary differences and carry-forwards when
realization is more likely than not.
 
 Basic
and diluted net loss per share
 
 The
Company computes net income (loss) per share in accordance with ASC 260 “Earnings per
Share”.  ASC 260 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
 
 ASC 220,
“Comprehensive Income”,
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements.  As at 31 March 2010, the
Company has no items that represent a comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the consolidated 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.
   F -
9
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 As of the
date of these consolidated 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.
 
 Equipment
 
 Equipment
is recorded at cost and amortization is provided over its estimated economic
life at 30% or on a straight line basis over its economic life.
 
 Website
development costs
 
 The costs
of computer software developed or obtained for internal use, during the
preliminary project phase, as defined under ASC 350-40, “Internal-Use Software”, will
be expensed as incurred.  The costs of website development during the
planning stage, as defined under ASC 350-50, “Website Development Costs”,
will also be expensed as incurred.
 
 Computer
software, website development incurred during the application and infrastructure
development stage, including external direct costs of materials and services
consumed in developing the software and creating graphics and website content,
will be capitalized and amortized over the estimated useful life, beginning when
the software is ready for use and after all substantial testing is completed and
the website is operational.
 
 Segments
of an enterprise and related information
 
 ASC 280,
“Segment Reporting”establishes guidance 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.  ASC 280
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 Codification and does not
believe it is applicable at this time.
 
 Start-up
expenses
 
 The
Company has adopted ASC 720-15, “Start-Up Costs”, 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 2010.
 
 
 F -
10
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
  Foreign
currency translation
 
 The
Company’s functional and reporting currency is U.S. dollars.  The
consolidated financial statements of the Company are translated to U.S. dollars
in accordance with ASC 830, “Foreign Currency
Matters”.  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 consolidated financial statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.
 
 Use
of estimates
 
 The
preparation of consolidated financial statements in conformity with GAAP
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 consolidated financial statements and the reported amounts of
revenues and expenditures during the reporting period.  Actual results
could differ from these estimates.
 
 Comparative
figures
 
 Certain
comparative figures have been adjusted to conform to the current period’s
presentation.
 
 Stock-based
compensation
 
 Effective
1 January 2006, the Company adopted the provisions of ASC 718, “Compensation – Stock
Compensation”, which establishes accounting for equity instruments
exchanged for employee services. Under the provisions of ASC 718, 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). The
Company adopted ASC 718 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 ASC 718 does not change the way the Company
accounts for share-based payments to non-employees, with guidance provided by
ASC 505-50, “Equity-Based
Payments to Non-Employees”.
 
 
 F -
11
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 The
Accounting Standards Codification
 
 In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principle – a
replacement of FASB Statement No. 162”.  The Codification
reorganized existing U.S. accounting and reporting standards issued by the FASB
and other related private sector standard setter into a single source of
authoritative accounting principles arranged by topic.  The
Codification supersedes all existing U.S. accounting standards; all other
accounting literature not included in the Codification (other than Securities
and Exchange Commission guidance for publicly-traded companies) is considered
non-authoritative.  The Codification was effective on a prospective
basis for interim and annual reporting periods ending after 15 September
2009.  The adoption of the Codification changed the Company’s
references to GAAP accounting standards but did not impact the Company’s results
of operations, financial position or liquidity.
 
 Subsequent
Events
 
 In May
2009, the FASB issued new guidance for accounting for subsequent
events.  The new guidance, which is now part of ASC 855, “Subsequent Events” is
intended to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or are available to be issued.  It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date.  This disclosure should alert all users
of financial statements that an entity has not evaluated subsequent events after
that date in the set of financial statements being presented.  The new
guidance was effective on a prospective basis for interim or annual reporting
periods ending after 15 June 2009.  The adoption of this guidance did
not have a material impact on the Company’s consolidated financial
statements.
 
 Convertible
Debt
 
 In May
2008, the FASB issued new guidance for accounting for convertible debt
instruments that may be settled in cash.  The new guidance, which is
now part of ASC 470-20, “Debt
with Conversion and Other Options” requires the liability and equity
components to be separately accounted for in a manner that will reflect the
entity’s nonconvertible debt borrowing rate.  The Company will
allocate a portion of the proceeds received from the issuance of convertible
notes between a liability and equity component by determining the fair value of
the liability component using the Company’s nonconvertible debt borrowing
rate.  The difference between the proceeds of the notes and the fair
value of the liability component will be recorded as a discount on the debt with
a corresponding offset to paid-in capital.  The resulting discount
will be accreted by recording additional non-cash interest expense over the
expected life of the convertible notes using the effective interest rate
method.  The new guidance was to be applied retrospectively to all
periods presented upon those fiscal years.  The adoption of this
guidance did not have a material impact on the Company’s consolidated financial
statements.
 
 
 F -
12
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 Useful
Life of an Intangible Assets
 
 In April
2008, the FASB issued new guidance for determining the useful life of an
intangible assets.  The new guidance, which is now part of ASC 350,
“Intangibles – Goodwill and
Other”.  In determining the useful life of intangible assets,
ASC 350 removes the requirement to consider whether an intangible asset can be
renewed without substantial cost of material modifications to the existing terms
and conditions and, instead, requires an entity to consider its own historical
experience in renewing similar arrangements.  ASC 350 also requires
expanded disclosure related to the determination of intangible asset useful
lives.  The new guidance was effective for financial statements issued
for fiscal years beginning after 15 December 2008.  The adoption of
this guidance did not have a material impact on the Company’s consolidated
financial statements.
 
 Derivative
Instruments and Hedging Activities
 
 In March
2008, the FASB issued new guidance on the disclosure of derivative instruments
and hedging activities.  The new guidance, which is now part of ASC
815, “Derivatives and Hedging
Activities” requires qualitative disclosures about objectives and
strategies for using derivatives, quantitative disclosures about fair value
amounts of, and gains and losses on, derivative instruments, and disclosures
about credit-risk-related contingent features in derivative
agreements.  The new guidance was effective prospectively for
financial statements issued for fiscal years beginning after 15 November 2008,
with early application encouraged.  The adoption of this guidance did
not have a significant impact on the Company’s consolidated financial
statements.
 
 Business
Combinations
 
 In
December 2007, the FASB issued revised guidance for accounting for business
combinations.  The revised guidance, which is now part of ASC 805,
“Business Combination”
requires the fair value measurement of assts acquired, liabilities assumed and
any noncontrolling interest in the acquiree, at the acquisition date with
limited exceptions.  Previously, a cost allocation approach was used
to allocate the cost of the acquisition based on the estimated fair value of the
individual assets acquired and liabilities assumed.  The cost
allocation approach treated acquisition-related costs and restructuring costs
that the acquirer expected to incur as a liability on the acquisition date, as
part of the cost of the acquisition.  Under the revised guidance,
those costs are recognized in the consolidated statement of income separately
from the business combination.  The revised guidance applies to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 15 December
2008.    The adoption of this guidance did not have a
material impact on the Company’s consolidated financial statements.
 
 Noncontrolling
Interests in Consolidated Financial Statements.
 
 In
December 2007, the FASB issued new guidance for accounting for noncontrolling
interests.  The new guidance, which is now part of ASC 810, “Consolidation” establishes
accounting and reporting standards for ownership interests in subsidiaries held
by parties other than the parent, the amount of consolidated net income
attributable and to the noncontrolling interest, changes in a parent’s ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated.  The new guidance also establishes
disclosure requirements that clearly identify and distinguishes between the
interests of the parent and the interests of the noncontrolling
owners.  The new guidance was effective for fiscal years beginning
after 15 December 2008.  The adoption of this guidance did not have a
material effect on the Company’s results of operations, financial position or
cash flows.
   F -
13
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
  Recent
accounting pronouncements
 
 In
February 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic
815): Scope Exception Related to Embedded Credit Derivatives”. ASU No.
2010-11 clarifies the type of embedded credit derivative that is exempt from
embedded derivative bifurcation requirements. Specifically, only one form of
embedded credit derivative qualifies for the exemption – one that is related
only to the subordination of one financial instrument to another. As a result,
entities that have contracts containing an embedded credit derivative feature in
a form other than such subordination may need to separately account for the
embedded credit derivative feature. The amendments in ASU No. 2010-11 are
effective for each reporting entity at the beginning of its first fiscal quarter
beginning after 15 June 2010. Early adoption is permitted at the beginning of
each entity’s first fiscal quarter beginning after 5 March 2010. The adoption of
ASC No. 2010-11 is not expected to have a material impact on the Company’s
consolidated financial statements.
 
 In
February 2010, the  FASB issued ASC No. 2010-09, “Amendments to Certain Recognition
and Disclosure Requirements”, which eliminates the requirement for SEC
filers to disclose the date through which an entity has evaluated subsequent
events.  ASC No. 2010-09 is effective for its fiscal quarter beginning
after 15 December 2010.  The adoption of ASC No. 2010-06 will not have a
material impact on the Company’s consolidated financial statements
 
 In
January 2010, the FASB issued ASC No. 2010-06, “Fair Value Measurement and
Disclosures (Topic 820): Improving Disclosure and Fair Value
Measurements”, which requires that purchases, sales, issuances, and
settlements for Level 3 measurements be disclosed.  ASC No. 2010-06 is
effective for its fiscal quarter beginning after 15 December 2010.  The
adoption of ASC No. 2010-06 will not have a material impact on the Company’s
consolidated financial statements.
 
 International
Financial Reporting Standards
 
 In
November 2008, the Securities and Exchange Commission (“SEC”) issued for comment
a proposed roadmap regarding potential use of financial statements prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board.  Under the proposed
roadmap, the Company would be required to prepare consolidated financial
statements in accordance with IFRS in fiscal year 2014, including comparative
information also prepared under IFRS for fiscal 2013 and 2012.  The
Company is currently assessing the potential impact of IFRS on its consolidated
financial statements and will continue to follow the proposed roadmap for future
developments.
 
 4. Amounts
Receivable
 
 Amounts
receivable are non-interest bearing, unsecured and have settlement dates within
one year.
 
 
 F -
14
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
  5. Property
and Equipment
 
 Net
      Book ValueCost
              
              Accumulated
                amortization
              
              31
      March 2010
              
              31
      December2009
                (Audited)$
              
              
              $
              
              
              $
              
              
              $Equipment
              
              
              254,595
              
              
              77,128
              
              
              177,467
              
              
              150,758
 
 During
the three month period ended 31 March 2010, total additions to property and
equipment were $40,643 (31 March 2009 - $85,258).
 
 6. Website
Development Cost
 
 Net
      Book ValueCost
              
              Accumulated
                amortization
              
              31
      March 2010
              
              31
      December2009
                (Audited)$
              
              
              $
              
              
              $
              
              
              $Website
      development
              
              
              64,693
              
              
              44,235
              
              
              20,458
              
              
              25,731
 
 During
the three month period ended 31 March 2009, total additions to website
development were $Nil (31 March 2009 - $Nil).
 
 7. Mineral
Property Costs
 
 Seabridge
Gold Claims
 
 Effective
2 December 2009, the Company entered into a written Letter of Intent with
Seabridge Gold Inc. (“Seabridge”) for the exclusive option to acquire a 100%
interest in certain mining claims and leasehold interests in Nevada (the
“Seabridge Claims”). The Company has until 15 January 2010 (extended to 15 March
2010) to conduct its due diligence (completed) and then, to proceed to enter
into a more formal option agreement with Seabridge. Until then, the Letter of
Intent remains binding between the parties (Notes 15 and 16).
 
 Under the
terms of the Letter of Intent, in order to exercise the Seabridge Claims, the
Company upon signing of the Letter of Intent, must pay Seabridge $200,000 (paid)
which will be credited against the $1,000,000 payable as defined
below.
  Upon
competition the transfer of title to the Seabridge Claims scheduled for 31 March
2010 (the “Closing Date”) or as soon as possible thereafter, the Company
must:
  a. Pay
$1,000,000, against which the $200,000 (paid) delivered upon signing the Letter
of Intent will be credited,
 and the
remaining $800,000 will be paid;
  b.  
  Issue 1,000,000 restricted common shares of the
Company;
 F -
15
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 c. Issue a
secured promissory note  in the principal amount of $1,000,000 bearing
interest at 8% per annum,
 payable in full on or before the first anniversary of the Closing Date and
secured the Seabridge Claims; and
 b. Issue a
transferable convertible secured debenture in the principal amount of $1,000,000
maturing on the second
 anniversary of the Closing Date and bearing interest at a rate of 8% per year,
payable quarterly, with principal and
 accrued interest convertible by Seabridge within 30 days of maturity into share
of common stock at $1.00 per share,
 redeemable in full, not in part, by the Company at any time upon payment of 125%
of the principal and accrued interest
 outstanding at the time of security redemption.
 On or
before 30 April 2010, the Company must:
  a. Pay
$1,000,000 (not paid); and
 b. Issue
2,000,000 restricted common shares, which will be held in escrow and released 36
months following
 issuance (not issued).
 
 If the
payment of $1,000,000 and the issuance of 2,000,000 restricted common shares of
the Company, required on or before 30 April 2010, is not completed by 1 May
2010, the Company will then have to transfer all the Seabridge Claims back to
Seabridge.
 
 On 1
April 2010, the Company entered into an asset purchase agreement with Seabridge.
This asset purchases agreement replaces the Letter of Intent. The completion is
expected to close on 20 May 2010 (Note 16).
 
 The
Company has not conducted exploration activities during the three month period
then ended on this property.
 
 Peruvian
Gold Sands – Minera Maranon
 
 On 29
September 2008, the Company entered into a Mineral Right option agreement with
Temasek Investments Inc. (“Temasek”) to acquire mining properties totalling 382
km2 in
Northeastern Peru (the “Peruvian Agreement”).  Pursuant to this
Peruvian Agreement, the company acquired four separate options from Temasek,
each providing for the acquisition of a 25% interest in certain mining
properties (the “Peruvian Gold Sands”).  The Peruvian Gold Sands are
owned by Minera Maranon S.A.C (“Maranon”).  Bacon Hill, a wholly-owned
subsidiary of Temasek, owns 999 shares of 1,000 shares of Maranon that are
issued and outstanding.  Temasek owns the single remaining share of
Maranon.  The acquisition of each 25% interest in the Peruvian Gold
Sands will occur through the transfer to the Company of 25% of the outstanding
shares of Bacon Hill.
 
 The
Company may exercise the initial 25% option by fulfilling the following
conditions:
  a. Pay a
non-refundable $375,000 on the date the Peruvian Agreement is executed
(paid);
 b. Issue
2,000,000 common shares within 5 business days (issued and valued at $1.01 per
common share)
 (Notes 11 and 14); and
 c.  Pay an
additional $375,000 prior to 28 December 2008 (paid).
  F -
16
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 The
Company entered into an amending agreement dated 12 May 2009 (the “Peruvian
Amendment”) and a second amending agreement dated 29 October 2009 (the “Second
Peruvian Amendment”) with Temasek.  Under the Second Peruvian
Amendment, the Company may now exercise the second 25% option resulting in the
acquisition of a 50% interest in the Mineral Rights by fulfilling the following
conditions as set out in the Second Peruvian Amendment:
  a. Exercise
and complete the initial 25% option by 29 March 2009 (completed);
 b. Issue an
additional 2,000,000 common shares by 29 March 2009 (issued and valued at $0.65
per common share)
 (Notes 11 and 14);
 c. Pay an
additional $750,000 by 29 October 2009 or as soon as practicable thereafter
(paid); and
 d. Issue an
additional 500,000 common shares by 29 October 2009 or as soon as practicable
thereafter (issued
 and valued at $1.18 per common share) (Notes 11 and
14).
 
 The
Company entered into an amending agreement dated 8 April 2010 (the “Third
Peruvian Amendment”) with Temasek.  Under the Third Peruvian
Amendment, the Company may now exercise the third and fourth 25% option
resulting in the acquisition of a 100% interest in the Mineral Rights by
fulfilling the following conditions as set out in the Third Peruvian Amendment
(Note 16):
  a. Pay
$1,000,000 (paid 22 April 2010);
 b. Issue an
additional 6,000,000 common shares (2,000,000 issued and valued at $1.18 per
common share (Notes 11 and 14)
 and 4,000,000 issued and valued at $1.05 per common share (Note 16));
and
 c. Issue a
convertible note in the principal amount of $7,000,000 maturing on 8 April 2013
and bearing   interest at a rate
 of 12% per annum, payable annually, with principal payable upon
maturity.  Any interest and principal due under
 the Convertible Note is convertible (at Temasek's option) into units which
consist of one (1) share of the Company's
 common stock and one (1) warrant to purchase one (1) share of the Company's
common stock at an exercise price
 of $1.10 per share. The
conversion price per unit is fixed at $0.80 per unit (issued 8 April
2010).
 
 The
property is subject to a 2.5% net returns royalty that the Company can reduce to
1.0% upon payment of a further $2,000,000 within 90 days of the exercise and
completion of the final 25% option (Note 15).
 
 Peruvian
Gold Sands – Minera Saramiriza
 
 On 25
January 2010 (the “Effective Date”), the Company entered into an assignment
agreement with Temasek (the “Minera Saramiriza Agreement”), to acquire a 100%
interest in the mineral rights that are the property and title on Minera
Saramiriza S.A.C. In order for the Company to keep its interest in good standing
and to exercise the option to acquire a 100% interest in the property, the
Company must issue, within 30 business days from the Effective Date, 500,000
common shares of the Company (issued and valued at $0.81 per common share) to
the order and direction of Temasek.
 
 The
Company may exercise the initial 33% option by fulfilling the following
conditions within 12 months of the Effective Date:
 
 a.          Issue
the initial 500,000 common shares;
 b.          Pay
$250,000; and
 c.          Issue
an additional 1,000,000 common shares.
  F -
17
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 The
Company may exercise the second 33% option by fulfilling the following
conditions within 24 months of the Effective Date:
 
 a.          Exercise
and complete the initial 33 % option;
 b.          Pay
an additional $1,000,000; and
 c.          Issue
an additional 1,000,000 common shares.
 
 The
Company may exercise the final 34% option by fulfilling the following conditions
within 36 months of the Effective Date:
 
 a.          Exercise
and complete the initial and second 33 % options;
 b.          Pay
an additional $2,000,000; and
 c.          Issue
an additional 2,000,000 common shares.
 
 The
property is subject to a 2.5% net returns royalty that the Company can reduce to
1.0% upon payment of a further $2,000,000 within 90 days of the exercise and
completion of the final 34% option.
 
 Atena
Gold Project
 
 On 12
December 2007, the Company entered into an assignment agreement (the “Atena
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 Atena Agreement, the Company was
required to issue 500,000 common shares (issued and valued at $0.70 per common
share) and pay $60,000 (paid). The Company could have acquired 100% of the
option if it incurred a minimum of $3,740,000 in work commitment expenditures on
the property and issue 7,000,000 common shares according to the following
schedule (Notes 11 and 14):
  a. $240,000
in expenditures (incurred) plus a further issuance of 1,000,000 common shares
(issued and valued
 at $1.59 per common share) on or before 15 March 2008;
 b. a further
$500,000 in expenditures plus a further issuance of 2,000,000
common  shares on or before 15 March 2009
 (issued and valued at $0.73 per common share);
 c. a further
$1,000,000 in expenditures plus a further issuance of 4,000,000 common shares on
or before 15 March 2010; and
 d. a further
$2,000,000 in expenditures on or before 15 March 2011.
 
 The
Company entered into an amending agreement dated 5 May 2009 (the “Atena
Amendment”) with Proyectos Mineros S.A. (“PMSA”).  Under the Atena
Amendment, the $500,000 in expenditures originally required to be made by the
Company on the Atena Gold Project property by 15 March 2009 was waived upon the
issuance of the 2,000,000 common shares (issued) of the Company as required
under the Atena Agreement. The option is subject to a 1% net smelter returns
royalty.
 
 During
the year ended 31 December 2009, the Company announced that it was terminating
its exploration program on the Atena Gold Project and would allocate its
resources exclusively to pursue the exploration and development of their
property interests in Northeastern Peru, the Peruvian Agreement.
  F -
18
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 During
the year ended 31 December 2009, the Company recorded a provision for write-down
of mineral property costs of $3,530,260 related to the Atena property (Note
14).
  Cerro
Amarillo Property
 
 On 8
January 2008, the Company entered into an assignment agreement
with  PMSA.  Under the assignment agreement,  PMSA
assigned to the Company PMSA’s right to explore and option to purchase a 100%
interest in Cerro Amarillo Property located in the Province of Mendoza,
Argentina.  Pursuant to the terms of the assignment agreement, the
Company issued 300,000 common shares (issued and valued at $0.70 per common
share) and pay $10,000 (paid).  The Company could have acquired a 100%
of the option if it incurred a minimum of $450,000 in work commitment
expenditures on the property and issue 2,100,000 common shares according to the
following schedule (Notes 11 and 14):
  a. $200,000
in expenditures plus a further issuance of 300,000 common shares on or before 8
January 2009
 (issued and valued at $0.73 per common share);
 b. a further
$250,000 in expenditures plus a further issuance of 600,000 common shares on or
before 8 January 2010;
 c. a further
issuance of 600,000 common shares on or before 8 January 2011; and
 d. a further
issuance of 600,000 common shares on or before 8 January 2012.
 
 The
Company entered into an amending agreement dated 5 May 2009 (the “Cerro Amarillo
Amendment”) with PMSA.  Under the Cerro Amarillo Amendment, the
$200,000 in expenditures originally required to be made by the Company on the
Cerro Amarillo property by 8 January 2009 was waived upon the issuance of the
300,000 common shares (issued and valued at $0.73 per common share) of the
Company as required under the Cerro Amarillo Agreement.
 
 To
exercise the option the Company was required to issue a further 3,000,000 common
shares.  The option was subject to a 1% net smelter returns
royalty.
 
 The
Company was also responsible for certain payments under the agreement between
the underlying titleholder of the mineral property rights and  PMSA
(the “Cerro Amarillo Agreement”).  In order for the Company to keep
its interest in good standing and to exercise the option to acquire a 100%
interest in the Cerro Amarillo property, the Company had to make the following
payments to the underlying titleholder and incur a minimum of $250,000 in work
commitment expenditures on the property, as set forth in the Cerro Amarillo
Agreement:
  a. Pay
$20,000 by 28 February 2008 (paid);
 b. Pay
additional $40,000 by 1 June 2008 (paid);
 c. Pay
additional $50,000 by 1 December 2008 (paid $25,000; $25,000 accrued as at 31
December 2009);
 d. Pay
additional $60,000 by 1 June 2009 (accrued as at 31 December 2009);
 e. Pay
additional $100,000 by 1 December 2009;
 f. Pay
additional $150,000 by 1 December 2010;
 g. Pay
additional $200,000 by 1 December 2011;
 h. Pay
additional $250,000 by 1 June 2012; and
 i. Incur
$50,000 in exploration expenditures on or before 1 December 2008
(incurred);
 j. Incur
additional $200,000 in exploration expenditures on or before 1 December 2009
(incurred; $125,070
 included in accounts payable).
  F -
19
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 During
the year ended 31 December 2009, the Company announced that it was terminating
their exploration program on the Cerro Amarillo Property and would allocate its
resources exclusively to pursue the exploration and development of its property
interests in northeastern Peru, the Peruvian Agreement.
 
 During
the year ended 31 December 2009, the Company recorded a provision for write-down
of mineral property costs of $734,070 related to the Cerro Amarillo property
(Note 14).
 
 Amira,
Amira Norte and Esparta II
 
 On 17
March 2008, the Company entered into an assignment agreement with PMSA (the
“Amira Agreement”), 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 had
to make the following payments to the underlying titleholder, as set forth in
the Amira Agreement:
  a.         $75,000
by 19 January 2009;
 b.         a
further $150,000 by 19 January 2010;
 c.         a
further $200,000 by 19 January 2011; and
 d.   
     a further $1,000,000 by 19 January 2012, by means
of which final payment the Option to acquire a 90% interest in the
 Properties will have been automatically exercised.
 
 The
Company entered into an amending  assignment agreement dated 5 May
2009 (the “Amira Amendment”)  with Silvia Rodriguez, owner of the
Properties, whereby the payment originally due on 19 January 2009 under the
Amira Agreement was due as follows:
  a.  $25,000
on or by the end on 30 June 2009 (accrued as at 31 December 2009);
and
 b. $50,000
on or before by the end of 30 September 2009 (accrued as at 31 December
2009).
 
 During
the year ended 31 December 2009, the Company announced that it was terminating
its exploration program on the Properties and would allocate its resources
exclusively to pursue the exploration and development of its property interests
in Northeastern Peru, the Peruvian Agreement.
 During
the year ended 31 December 2009, the Company recorded a provision for write-down
of mineral property costs of $75,000 related to the Amira
Agreement.
 
 8. Accounts
Payable and Accrued Liabilities
 
 Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.
 
 Included
in accounts payable and accrued liabilities at 31 March 2010 is $45,000 and
$20,000 (31 December 2009 - $45,000 and $20,000) related to settlement of
potential legal claims on incidents arising from the mineral property interests
and the related legal fees, respectively.
  F -
20
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 9. Due
to Related Parties
 
 As at 31
March 2010, the amount due to related parties consists of $166,288 (31 December
2009 - $27,304) payable to directors and former directors of the Company and
$990,583 (31 December 2009 - $939,600) payable to companies controlled by
shareholders and directors of Maranon.  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 2010, the Company paid or accrued
management and consulting fees of $111,000 (31 March 2009 - $74,076, 31 March
2008 - $78,000) to directors and officers of the Company and companies
controlled by directors and officer.
 
 During
the three month period ended 31 March 2010, director and shareholder of the
Company made contributions to capital for management fees and rent of $Nil (31
March 2009 - $Nil, 31 March 2008 - $Nil, cumulative - $12,000) and $Nil (31
March 2009 - $Nil, 31 March 2008 - $Nil, cumulative - $3,000)
respectively.  This amount has been recorded as an increase in
expenditures and an increase in additional paid-in capital (Note
14).
 
 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
 
 As at 31
March 2010, the total issued and outstanding capital stock is 78,947,412 common
shares with a par value of $0.001 per common share.
 
 On 19
March 2010, the Company issued 500,000 common shares valued at $0.81 per common
share pursuant to the Minera Saramiriza Agreement (Notes 7 and 14).
 
 On 16
March 2010, the Company issued 391,427 common shares at a price of $0.70 per
unit for total proceeds of $273,999 pursuant to warrants issued on 9 July
2009.
 
 On 1
December 2009, the Company issued 7,533,462 units at a price of $0.65 per unit
for total proceeds of $4,686,496, net of issue costs of $210,254. Each unit
consist of one common share and one share purchase warrant. Each share purchase
warrant entitles the holder to purchase an additional common share at the price
of $1.00 up to 1 December 2010, commencing 1 June 2010.
 
 F -
21
 Table of Contents
 
 Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 On 1
December 2009, the Company issued 315,775 agent compensation warrants for
services rendered by a private placement agent.  Each share purchase
warrant entitles the holder to purchase one common share at a price of $1.00 up
to 1 December 2010, commencing 1 June 2010 (Note 14).
 
 On 2
November 2009, the Company issued 2,500,000 common shares valued at $1.18 per
common share pursuant to the Peruvian Agreement (Notes 7 and 14).
 
 On 2
September 2009, the Company issued 923,428 units at a price of $0.35 per unit
for total proceeds of $323,200. Each unit consist of one common share and one
share purchase warrant. Each share purchase warrant entitles the holder to
purchase an additional common share at the price of $0.70 up to 2 September
2011, commencing 2 March 2010.
 
 On 14
August 2009, a total of 5,007,300 previously outstanding share purchase warrants
expired.
 
 On 14
August 2009, a total of 350,511 previously outstanding agent compensation
warrants expired.
 
 On 9 July
2009, the Company issued 4,129,639 units at a price of $0.35 per unit for total
proceeds of $1,445,373. Each unit consist of one common share and one share
purchase warrant. Each share purchase warrant entitles the holder to purchase an
additional common share at the price of $0.70 up to 9 July 2011, commencing 9
January 2010.
 
 On 29
June 2009, the Company issued 2,000,000 common shares valued at $0.65 per common
share pursuant to the Peruvian Agreement (Notes 7 and 14).
 
 On 2 June
2009, the Company issued 2,000,000 common shares valued at $0.73 per common
share pursuant to the Atena Agreement (Notes 7 and 14).
 
 On 2 June
2009, the Company issued 300,000 common shares valued at $0.73 per common share
pursuant to the Cerro Amarillo Agreement (Notes 7 and 14).
 
 On 17
April 2009, the Company issued 200,000 units at a price of $0.80 per unit for
proceeds of $160,000. 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 $0.70 up to 17 April 2010, commencing 17
October 2009.
 
 On 7
April 2009, a total of 1,009,211 previously outstanding share purchase warrants
were cancelled.
 
 On 7
April 2009, a total of 70,645 previously outstanding agent compensation warrants
were cancelled.
 During
the year ended 31 December 2008, the company issued 2,000,000 common shares
valued at $1.01 per common share in pursuant to the Peruvian Gold Sands
assignment agreement (Notes 8 and 15).
 
 During
the year ended 31 December 2008, the Company issued 350,511 agent compensation
warrants for services rendered by a private placement agent.  Each
share purchase warrant entitles the holder to purchase one common share at a
price of $1.40 up to 19 August 2009, commencing 19 February 2009 (Note
14).
  F -
22
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 During
the year ended 31 December 2008, the Company issued 5,007,300 units at a price
of $0.80 per unit for proceeds of $3,725,431, net of issue costs of
$280,409.  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 19 August 2009,
commencing 19 February 2009.
 
 During
the year ended 31 December 2008, the Company issued 1,000,000 common shares
valued at $1.59 per common share pursuant to the Atena Gold Project assignment
agreement (Notes 7 and 14).
 
 During
the year ended 31 December 2008, the Company issued an additional 70,645 units
at a price of $0.70 per unit for services rendered by a private placement agent.
Each unit consists of one common share and one share purchase warrant. Each
share purchase warrant entitles the holder to purchase an additional common
share at a price of $1.40 up to 7 April 2009, commencing 7 October 2008 (Note
14).
 
 During
the year ended 31 December 2008, the Company issued 1,009,211 units at a price
of $0.70 per unit.  Each unit consists of one common share and one
share purchase warrant.  Each share purchase warrant entitles the
holder to purchase an additional common share at a price of $1.40 up to 7 April
2009, commencing 7 October 2008.
 
 During
the year ended 31 December 2008, the Company issued 300,000 common shares valued
at $0.70 per common share pursuant to the Cerro Amarillo assignment agreement
(Notes 7 and 14).
 
 During
the year ended 31 December 2008, the Company issued 500,000 common shares valued
at $0.70 per common share pursuant to the Atena Gold Project assignment
agreement (Notes 7 and 14).
 
 Share
Purchase Warrants
 
 The
following share purchase warrants were outstanding at 31 March
2010:
 
 Exercise
                price
              
              
              Number
                of
      warrants
              
              
              Remaining
                contractual
      life (years)$Warrants
              
              
              0.70
              
              
              
              200,000
              
              
              
              0.05Agent
      compensation warrants
              
              
              1.00
              
              
              
              315,775
              
              
              
              0.67Warrants
              
              
              1.00
              
              
              
              7,533,462
              
              
              
              0.67Warrants
              
              
              0.70
              
              
              
              3,738,212
              
              
              
              1.27Warrants
              
              
              0.70
              
              
              
              923,428
              
              
              
              1.4212,710,877
 
 
 F -
23
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 The
following is a summary of warrant activities during the year ended 31 December
2009 and the three month period ended 31 March 2010:
  Number
      of
                warrants
              
              
              Weighted
      average exercise price$Outstanding
      and exercisable at 1 January 2009
              
              
              6,437,667
              
              
              
              1.40Granted
              
              
              13,102,304
              
              
              
              0.88Exercised
              
              
              -
              
              
              
              -Cancelled
              
              
              (1,079,856
              )
              
              
              1.40Expired
              
              
              (5,357,811
              )
              
              
              1.40Outstanding
      and exercisable at 31 December 2009
              
              
              13,102,304
              
              
              
              0.88Weighted
      average fair value of warrants granted during the year
              
              
              
              
              
              
              0.55
 
 Outstanding
      and exercisable at 1 January 2010
              
              
              13,102,304
              
              
              
              0.88Granted
              
              
              -
              
              
              
              -Exercised
              
              
              (391,427
              )
              
              
              0.70Cancelled
              
              
              -
              
              
              
              -Expired
              
              
              -
              
              
              
              -Outstanding
      and exercisable at 31 March 2010
              
              
              12,710,877
              
              
              
              0.89Weighted
      average fair value of warrants granted during the period
              
              
              
              
              
              
              -
 
 The
weighted average grant date fair value of warrants issued during the three month
period ended 31 March 2010, amounted to $Nil per warrant (31 March 2009 - $Nil).
The fair value of each warrant granted was determined using the Black-Scholes
warrant pricing model and the following weighted average
assumptions:
 
 2010
              
              
              2009Risk
      free interest rate
              
              
              -
              
              
              
              -Expected
      life
              
              
              -
              
              
              
              -Annualized
      volatility
              
              
              -
              
              
              
              -Expected
      dividends
              
              
              -
              
              
              
              -
 
 
 F -
24
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 Stock
Options
 
 The following incentive stock options
were outstanding at 31 March 2010:
 
 Exercise
                price
              
              
              Number
                of
      options
              
              
              Remaining
                contractual
      life (years)$Options
              
              
              1.00
              
              
              
              1,410,000
              
              
              
              7.85Options
              
              
              1.05
              
              
              
              1,425,000
              
              
              
              8.61Options
              
              
              0.70
              
              
              
              3,240,000
              
              
              
              9.14Options
              
              
              1.10
              
              
              
              3,240,000
              
              
              
              9.829,315,000
 
 The
following is a summary of stock option activities during the year ended 31
December 2009 and the three month period ended 31 March 2010:
  Number
                of
      options
              
              
              Weighted
      average exercise price$Outstanding
      and exercisable at 1 January 2009
              
              
              4,835,000
              
              
              
              1.02Granted
              
              
              5,440,000
              
              
              
              0.70Exercised
              
              
              -
              
              
              
              -Cancelled
              
              
              (4,200,000
              )
              
              
              0.84Outstanding
      and exercisable at 31 December 2009
              
              
              6,075,000
              
              
              
              0.85Weighted
      average fair value of options vested during the year
              
              
              
              
              
              
              0.73
 
 Outstanding
      and exercisable at 1 January 2010
              
              
              6,075,000
              
              
              
              0.85Granted
              
              
              3,240,000
              
              
              
              1.10Exercised
              
              
              -
              
              
              
              -Cancelled
              
              
              -
              
              
              
              -Outstanding
      and exercisable at 31 March 2010
              
              
              9,315,000
              
              
              
              0.94Weighted
      average fair value of options vested during the period
              
              
              
              
              
              
              0.87
   F -
25
 Table of Contents
 Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 12. Stock-Based
Compensation
 
 During
the three month period ended 31 March 2010, the Company granted 3,240,000 stock
options to employees directors and consultants of the Company, entitling the
holders to purchase common shares of the Company for proceeds of $1.10 per
common share expiring 22 January 2020, of which 2,940,000 were granted to
employees and 300,000 were granted to non-employees of the
Company.  The fair value of the portion of the options which vested in
the period, estimated using Black-Scholes model, was $572,172.  This
amount has been expensed as stock-based compensation.
 
 During
the year ended 31 December 2009, the Company granted 5,440,000 stock options to
employees, directors and consultants of the Company entitling the holders to
purchase common shares of the Company for proceeds of $0.70 per common share
expiring 20 May 2019 of which 3,240,000 were granted to employees and 2,200,000
were granted to non-employees of the Company.  The fair value of the
portion of the options which vested in the period, estimated using Black-Scholes
model, was $239,866.  This amount has been expensed as stock-based
compensation.
 
 A total
of Nil of the previously granted outstanding stock options of the Company were
cancelled during the three month period ended 31 March 2010 (31 March 2009 –
75,000) (Note 11).
 
 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.
 
 The
following assumptions were used for the Black-Scholes valuation of stock options
granted/vested:
 
 2010
              
              
              2009Risk
      free interest rate
              
              
              3.62
              %
              
              
              -Expected
      life
              
              10
      years
              
              
              
              -Annualized
      volatility
              
              
              115
              %
              
              
              -Expected
      dividends
              
              
              -
              
              
              
              -
 
 13. Income
Taxes
 
 The
Company has losses carried forward for income tax purposes to 31 March
2010.  The Company has fully reserved for any benefits of these
losses.  The deferred tax consequences of temporary differences in
reporting items for consolidated 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.
 
 
 F -
26
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 The
provision for refundable federal income tax consists of the
following:
 
 For
      the three month period ended 31 March 2010
              
              
              For
      the three month period ended 31 March 2009$
              
              
              
              $Deferred
      tax asset attributable to:Current
      operations
              
              
              472,107
              
              
              
              901,203Amortization
              
              
              (6,447
              )
              
              
              (7,182
              )Stock
      based compensation
              
              
              (276,093
              )
              
              
              (509,055
              )Change
      in valuation allowance
              
              
              -
              
              
              
              (384,966
              )Future
      income tax recovery
              
              
              189,567
              
              
              
              -
 
 The
composition of the Company’s deferred tax assets as at 31 March 2010and 31 December 2009 is as
follows:
 
 As
      at 31
                March
                2010
              
              
              As
      at 31 December
                2009
                (Audited)$
              
              
              
              $Net
      income tax operating loss carryforward
              
              
              14,759,936
              
              
              
              14,189,400Statutory
      federal income tax rate
              
              
              34.02
              %
              
              
              34.05
              %Effective
      income tax rate
              
              
              0.00
              %
              
              
              0.00
              %Future
      income tax assets (liabilities)Tax
      loss carryforward
              
              
              5,021,417
              
              
              
              4,831,850Mineral
      property costs
              
              
              (5,584,070
              )
              
              
              (5,584,070
              )Less:
      Valuation allowance
              
              
              -
              
              
              
              -Future
      income tax assets (liabilities)
              
              
              (562,653
              )
              
              
              (752,220
              )
 
 The
potential income tax benefit of these losses has been offset by a full valuation
allowance.
 
 As at 31
March 2010, the Company has an unused net operating loss carryforward balance of
approximately $14,759,936 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 2030.
 
 F -
27
 Table of Contents
  Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 14. Supplemental
Disclosures with Respect to Cash Flows
 
 For
      the period from the date of inception on 6 March 2000 to 31 March
      2010
              
              
              For
      the three month period ended 31 March 2010
              
              
              For
      the three month period ended 31 March 2009
              
              
              For
      the three month period ended 31 March 2008$
              
              
              
              $
              
              
              
              $
              
              
              
              $Cash
      paid during the period for interest
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      paid during the period for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
 
 On 19
March 2010, the Company issued 500,000 common shares valued at $0.81 per common
share pursuant to the Minera Saramiriza Agreement (Notes 11 and
14).
 
 During
the year ended 31 December 2009, the Company recorded a total write-down of
mineral property expenditures in the amount of $4,339,330 related to the Atena,
Cerro Amarillo and Amira properties (Note 7).
 During
the year ended 31 December 2009, the Company recorded a total write-down of
property and equipment in the amount of $26,611 (Note 5).
 
 During
the year ended 31 December 2009, the Company issued 315,775 agent compensation
warrants valued at $262,788 for agent services rendered (Note 11).
 
 During
the year ended 31 December 2009, the Company issued 2,500,000 common shares
valued at $1.18 per common share pursuant to the Peruvian Gold Sands assignment
agreement (Notes  and 11).
 
 During
the year ended 31 December 2009, the Company issued 2,000,000 common shares
valued at $0.65 per common share pursuant to the Peruvian Gold Sands assignment
agreement (Notes 7 and 11).
 
 During
the year ended 31 December 2009, the Company issued 2,000,000 common shares
valued at $0.73 per common share pursuant to the Atena Agreement (Notes 7 and
11).
 
 During
the year ended 31 December 2009, the Company issued 300,000 common shares valued
at $0.73 per common share pursuant to the Cerro Amarillo Agreement (Notes 7 and
11).
 
 During
the year ended 31 December 2009, director and shareholder of the Company made
contributions to capital for management fees and rent of $Nil (31 December 2008
- $Nil, cumulative - $12,000) and $Nil (31 December 2008 - $Nil, cumulative -
$3,000) respectively.  This amount has been recorded as an increase in
expenditures and an increase in additional paid-in capital (Note
10).
 
 During
the year ended 31 December 2008, the Company issued 500,000 common shares valued
at $0.70 per common share in pursuant to the Atena Gold Project assignment
agreement (Notes 7 and 11).
  F -
28
 Table of Contents
 Constitution
Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 (Unaudited)
 31
March 2010
 During
the year ended 31 December 2008, the Company issued 2,000,000 common shares
valued at $1.01 per common share in pursuant to the Peruvian Gold Sands
assignment agreement (Notes 7 and 11).
 
 During
the year ended 31 December 2008, the Company issued 300,000 common shares valued
at $0.70 per common share pursuant to the Cerro Amarillo assignment agreement
(Notes 7 and 11).
 
 During the year ended 31 December
2008, the Company issued 70,645 common shares valued at $49,252 and 70,645
warrants valued at $25,252 for agent services rendered (Note 11).
 
 During
the year ended 31 December 2008, the Company issued 1,000,000 common shares
valued at $1.59 per common share pursuant to the Atena Gold Project assignment
agreement (Notes 7 and 11).
 
 During
the year ended 31 December 2008, the Company issued 350,511 agent compensation
warrants valued at $237,293 for agent services rendered (Note 11).
 
 By
agreements effective 18 January 2008, the Company assigned all of its rights,
title and interest in the Tombaugh Lease with a book value of $481,504 to a
purchaser in consideration for the purchaser assuming the Company’s outstanding
payment obligations of $788,619 related to its convertible debentures. The
Company recorded a gain of $307,115 upon completion of the
transaction.
 
 During
the year ended 31 December 2008, the Company issued $Nil common shares (31
December 2007 – 1,145,300) for convertible debentures of $Nil (31 December 2007
- $22,906).
 
 During
the year ended 31 December 2008 the Company accrued interest of $Nil (31
December 2007 - $74,770, cumulative – $126,525) on convertible
debentures.
 
 15. Commitments
 
 The Company is subject to certain
outstanding and future commitments related to its mineral property interest
(Note 7).
 
 16. Subsequent
Events
 
 Subsequent
to the three month period ended 31 March 2010 to the date the consolidated
financial statements were available to be issued on 12 May 2010, the following
events occurred:
 
 1.
              On
      1 April 2010, the Company entered into an asset purchase agreement with
      Seabridge.  Pursuant to the agreement the Company will purchase
      all of Seabridge’s interests in certain exploration properties located in
      Nevada along with certain data and contracts related thereto for an
      aggregate purchase price consisting of: (1) $2,000,000 in cash ($200,000
      of which was paid to Seabridge upon execution of the letter of intent in
      December 2009), (2) 3,000,000 shares of common stock of the Company, (3) a
      one-year promissory note in the principal amount of $1,000,000 and (4) a
      two-year convertible debenture in the principal amount of
      $1,000,000.  The promissory note and the convertible debenture
      will be entered into by the parties upon the closing and the shares of
      common stock will be delivered at closing, along with the final cash
      payment of $1,800,000.  The Transaction is expected to close on
      20 May 2010.
 
 
 F -
29
 Table of Contents
 
 2.
              On
      1 April 2010 the Company entered into a $800,000 loan agreement with
      St. Lawrence Alluvial Services and Logistics Corp.  The Company
      agreed to repay the loan within 90 days together with interest at a rate
      of 12% per year.
 
 3.
              On
      8 April 2010 the Company entered into the Third Peruvian Amendment to the
      mineral rights option Agreement, dated 29 September 2008, with Temasek.
      Under the terms of the third amendment the Company may exercise the third
      and fourth 25% options, resulting in its acquisition of a one-hundred
      percent interest in the mineral rights, after fulfilling the following
      conditions:
 
 a. Pay
$1,000,000 (paid 22 April 2010);
 b. Issue an
additional 6,000,000 commons shares (2,000,000 issued and valued at $1.18 per
common
 share
and 4,000,000 issued and valued at $1.05 per common share);

and
 c. Issue a
convertible note in the principal amount of $7,000,000 maturing on 8 April 2013
and bearing
 interest at a rate of 12% per annum, payable annually, with principal payable
upon maturity.  Any
 interest and principal due under the Convertible Note is convertible (at
Temasek's option) into units
 which consist of one (1) share of the Company's common stock and one (1) warrant
to purchase one
 (1) share of the Company's common stock at an exercise price of $1.10 per
share.  The conversion price
 per unit is fixed at $0.80 per unit.
 
 4.
              On
      13 April 2010, the Company issued 4,000,000 common shares valued at $1.05
      per common share pursuant to the Peruvian Agreement  (Note
      7).
 
 5.
              On
      17 April 2010, a total of 200,000 previously outstanding share purchase
      warrants were cancelled.
 
 6.
              On
      23 April 2010, the Company announced that it has completed the acquisition
      of 100% interest in the Peruvian Gold
Sands.
 
 
 
 
 F -
30
 Table of Contents


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




This
Quarterly Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.  The words “believe,”
“expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,”
“plan,” “future,” “continue,” and other expressions that are predictions of or
indicate future events and trends and that do not relate to historical matters
identify forward-looking statements.  These forward-looking statements
are based largely on our expectations or forecasts of future events, can be
affected by inaccurate assumptions, and are subject to various business risks
and known and unknown uncertainties, a number of which are beyond our
control.  Therefore, actual results could differ materially from the
forward-looking statements contained in this document, and readers are cautioned
not to place undue reliance on such forward-looking statements.  We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.  A wide variety of factors could cause or contribute to
such differences and could adversely impact revenues, profitability, cash flows
and capital needs.  There can be no assurance that the forward-looking
statements contained in this document will, in fact, transpire or prove to be
accurate.





Important factors that may cause the actual results to differ from the
forward-looking statements, projections or other expectations include, but are
not limited to, the following:




·
            risk
      that we fail to meet the requirements of the agreement under which we
      acquired our options, including any payments or any exploration
      obligations that we have regarding these properties, which could result in
      the loss of our right to exercise the options to acquire the mineral and
      mining rights underlying these
properties;




·
            risk
      that we will not be able to close the transaction to acquire certain
      mineral claims and other related assets pursuant to the asset purchase
      agreement we entered into on April 1, 2010 with Seabridge Gold
      Corporation, a Nevada corporation, Pacific Intermountain Gold Corporation,
      a Nevada corporation, and Seabridge Gold Inc., a Canadian
      corporation;




·
            risk
      that we cannot attract, retain and motivate qualified personnel,
      particularly employees, consultants and contractors for our operations in
      Peru;




·
            risks
      and uncertainties relating to the interpretation of drill results, the
      geology, grade and continuity of mineral
  deposits;




·
            results
      of initial feasibility, pre-feasibility and feasibility studies, and the
      possibility that future exploration, development or mining results will
      not be consistent with our
expectations;




·
            mining
      and development risks, including risks related to accidents, equipment
      breakdowns, labor disputes or other unanticipated difficulties with or
      interruptions in production;




·
            the
      potential for delays in exploration or development activities or the
      completion of feasibility studies;




·
            risks
      related to the inherent uncertainty of production and cost estimates and
      the potential for unexpected costs and
expenses;




·
            risks
      related to commodity price
fluctuations;




·
            the
      uncertainty of profitability based upon our history of
    losses;




·
            risks
      related to failure to obtain adequate financing on a timely basis and on
      acceptable terms for our planned exploration and development
      projects;




·
            risks
      related to environmental regulation and
  liability;




·
              risks
      that the amounts reserved or allocated for environmental compliance,
      reclamation, post-closure control measures, monitoring and on-going
      maintenance may not be sufficient to cover such
    costs;




- 4
-
 Table of Contents






·
            risks
      related to tax assessments;




·
            political
      and regulatory risks associated with mining development and exploration;
      and




·
            other
      risks and uncertainties related to our prospects, properties and business
      strategy.




The
forgoing list is not an exhaustive list of the factors that may affect any of
our forward-looking statements.  These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.




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




Overview




We were
incorporated in the state of Nevada under the name Crafty Admiral Enterprises,
Ltd. on March 6, 2000.  Our original business plan was to sell classic
auto parts to classic auto owners all over the world through an Internet site
and 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.




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




In
November 2007, we reorganized our operations and changed our name to
“Constitution Mining Corp.” to better reflect our current focus which is the
acquisition, exploration, and potential development of mining
properties.  Since November 2007, we entered into agreements to secure
options to acquire the mineral and mining rights underlying properties located
in the Salta and Mendoza provinces of Argentina (the "Argentinean Properties")
and in northeastern Peru.  In 2009, we determined that it was in our
best interest to no longer pursue the exploration and development of the
Argentinean Properties and terminated our option agreements to acquire the
mineral and mining rights underlying these properties.  We are now
exclusively pursuing the exploration and development of our property interests
in Peru.




On
October 21, 2009, we completed a reincorporation merger from the State of Nevada
to the State of Delaware.




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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 any of 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 any of the properties underlying our mineral property
interests, and there is no assurance that we will discover one.  If we
cannot acquire or locate mineral deposits, or if it is not economical to recover
any mineral deposits that we do find, our business and operations will be
materially and adversely affected.




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




The
Peru Property




Our
property interests located in Peru are in the exploration stage and we refer to
these properties as the "Peru Property".  These properties are without
known reserves and the proposed plan of exploration detailed below is
exploratory in nature.  These properties are described
below.




We
entered into a Mineral Right Option Agreement with Temasek Investments Inc.
(“Temasek”), a company incorporated under the laws of Panama, on
September 29, 2008 (the “Effective Date”), as amended and supplemented by
Amendment No. 1, dated May 12, 2009 (“Amendment No. 1”) and Amendment No. 2,
dated October 29, 2009 (“Amendment No. 2”) (collectively, the “Option
Agreement”), in order to acquire four separate options from Temasek, each
providing for the acquisition of a twenty-five percent interest in certain
mineral rights (the “Mineral Rights”) in certain properties in Peru, potentially
resulting in our acquisition of one hundred percent of the Mineral Rights upon
exercise of all four options.  The Mineral Rights are currently owned
by Compañía Minera Marañón S.A.C. (“Minera Marañón”).  Bacon Hill
Invest Inc. (“Bacon Hill”), a corporation incorporated under the laws of Panama,
owns 999 shares of the 1,000 shares of Minera Marañón that are issued and
outstanding.  Temasek owns the single remaining share of Minera
Marañón.  The acquisition of each twenty-five percent interest in the
Mineral Rights occurs through the transfer by Temasek to us of twenty-five
percent of the outstanding shares of Bacon Hill upon exercise of each
option.






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A
description of the Mineral Rights is set forth below:




Name
            Area
              (hectares)
            Dept.
            Province
            District
            ObservationAixa
      2
            1000
            Loreto
            Datem
      del Marañon
            MansericheAlana
      10
            900
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      11
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      12
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      13
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      14
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      15
            800
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      16
            800
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      17
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      18
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      19
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      4
            900
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      5
            700
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      6
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      7
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      8
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPAlana
      9
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Fully
      overlap Zona de Amortiguamiento ANPBianka
      5
            1000
            Loreto
            Datem
      del Marañon
            MansericheCastalia
      1
            1000
            Loreto
            Datem
      del Marañon
            MansericheCastalia
      2
            1000
            Loreto
            Datem
      del Marañon
            MansericheCastalia
      3
            500
            Loreto
            Datem
      del Marañon
            MansericheDelfina
      1
            900
            Amazonas
            Condorcanqui
            Nieva
            Partially
      overlap Zona de Amortiguamiento ANPDelfina
      2
            900
            Amazonas
            Condorcanqui
            Nieva
            Partially
      overlap Zona de Amortiguamiento ANPDelfina
      3
            1000
            Amazonas
            Condorcanqui
            Nieva
            Partially
      overlap Zona de Amortiguamiento ANPDelfina
      4
            700
            Amazonas
            Condorcanqui
            Nieva
            Partially
      overlap Zona de Amortiguamiento ANPDelfina
      5
            1000
            Amazonas
            Condorcanqui
            Nieva
            Partially
      overlap Zona de Amortiguamiento ANPMika
      1
            600
            Loreto
            Datem
      del Marañon
            MansericheMika
      10
            900
            Loreto
            Datem
      del Marañon
            Manseriche
            Partially
      overlap Zona de Amortiguamiento ANPMika
      2
            1000
            Loreto
            Datem
      del Marañon
            MansericheMika
      3
            900
            Loreto
            Datem
      del Marañon
            MansericheMika
      4
            1000
            Loreto
            Datem
      del Marañon
            MansericheMika
      5
            1000
            Loreto
            Datem
      del Marañon
            MansericheMika
      6
            1000
            Loreto
            Datem
      del Marañon
            MansericheMika
      7
            900
            Loreto
            Datem
      del Marañon
            MansericheMika
      8
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
            Partially
      overlap Zona de Amortiguamiento ANPMika
      9
            1000
            Loreto
            Datem
      del Marañon
            MansericheRosalba
      1
            900
            Loreto
            Datem
      del Marañon
            MansericheRosalba
      2
            900
            Loreto
            Datem
      del Marañon
            MansericheRosalba
      3
            1000
            Loreto
            Datem
      del Marañon
            MansericheRosalba
      4
            1000
            Loreto
            Datem
      del Marañon
            MansericheRosalba
      5
            1000
            Loreto
            Datem
      del Marañon
            Manseriche
      - Barranca






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We
exercised the initial twenty-five percent option, which provided for the
acquisition of a twenty-five percent interest in the Mineral Rights, by paying
Temasek a total of $750,000 and issuing 2,000,000 shares of our common stock to
Temasek, on or about October 23, 2008 in accordance with the terms of the Option
Agreement.


We exercised the second twenty-five percent option, resulting in our acquisition
of an aggregate of a fifty percent interest in the Mineral Rights, by paying
Temasek an additional $750,000 and issuing an additional 2,500,000 shares of our
common stock to Temasek, on or about November 2, 2009 in accordance with the
terms of the Option Agreement.





On April 8, 2010 (“Amendment Effective Date”), we entered into an amendment
(“Amendment No. 3”) to the Option Agreement.  Under the terms of
Amendment No. 3, we would complete the exercise of the third and fourth
twenty-five percent options, resulting in our acquisition of a one-hundred
percent interest in the Mineral Rights, after fulfilling the following
conditions (collectively the “Option Requirements”) within five business days of
the Amendment Effective Date:




·
            Payment
      to Temasek of US$1,000,000;




·
            Issuance
      to Temasek of a total of 6,000,000 shares of our common stock (of which
      Temasek acknowledges that 2,000,000 shares were previously issued to
      Temasek in November 2009); and




·
            Issuance
      of a convertible note for US$7,000,000 (the “Convertible Note”) payable to
      the order and the direction of
Temasek.





The Convertible Note has a term of three
years and will accrue interest at a rate of 12% per annum.  Interest
under the Convertible Note is payable annually and the principal is payable upon
maturity.  Any interest and principal due under the Convertible Note
is convertible (at Temasek's option) into units which consist of one (1) share
of the Company's common stock and one (1) warrant to purchase one (1) share of
the Company's common stock at an exercise price of $1.10 per share.  The
conversion price per unit is fixed at $0.80 per unit.





On April 23, 2010, we announced that we completed the exercise of the third and
fourth twenty-five percent options, resulting in our acquisition of an aggregate
100% interest in the Mineral Rights, by fulfilling the Option Requirements set
forth above.





In connection with our acquisition of an aggregate 100% interest in the Mineral
Rights, Temasek is entitled to an annual 2.5% net returns royalty related to the
Mineral Rights.  However, if we pay Temasek $2,000,000 within ninety
days of our acquisition of a one hundred percent interest in the Mineral Rights,
Temasek will only be entitled to an annual 1.0% net returns royalty related to
the Mineral Rights.




Expansion
of Peru Property




On
January 25, 2010 (the “Effective Date”), we entered into a Mineral Rights Option
Agreement (the “Option Agreement”) with Temasek.  Pursuant to the
Option Agreement, we acquired three separate options from Temasek, each
providing for the acquisition of an approximately one-third interest in certain
mineral rights (the “Mineral Rights”), in certain properties in Peru that abut
the other property interests we already have in Peru described
above.  Pursuant to the Option Agreement, the exercise of all three
options would result in our acquisition of one hundred percent of the Mineral
Rights.  The Mineral Rights are currently owned by Minera Saramiriza
S.A.C. (“Minera Saramiriza”), a corporation incorporated under the laws of
Peru.  Woodburn Investments, Inc. (“Woodburn”), a wholly-owned
subsidiary of Temasek, owns 999 shares of the 1,000 shares of Minera Saramiriza
that are issued and outstanding.  Temasek owns the single remaining
share of Woodburn.  Our acquisition of each thirty-three percent
interest in the Mineral Rights is structured to occur through the transfer to us
of thirty-three percent of the outstanding shares of Woodburn upon the exercise
of each of the three options.




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A
description of the Mineral Rights is set forth below:




Name
            Area
      (ha)
            Department
            Province
            District
            ObservationAixa
      1
            1000
            Loreto
            Datem
      del Marañon
            MansericheAlana
      1
            600
            Loreto
            Datem
      del Marañon
            Manseriche-Morona
            Overlaps
              010188704,
      010188604, 010188504Alana
      2
            600
            Loreto
            Datem
      del Marañon
            Manseriche-
      MoronaAlana
      3
            800
            Loreto
            Datem
      del Marañon
            Manseriche
            Overlaps
      010045107Casandra
      1
            1000
            Loreto
            Datem
      del Marañon
            Barranca-MansericheCasandra
      2
            1000
            Loreto
            Datem
      del Marañon
            Barranca-
      MoronaCasandra
      3
            900
            Loreto
            Datem
      del Marañon
            Barranca-
      MoronaCasandra
      4
            1000
            Loreto
            Datem
      del Marañon
            BarrancaCasandra
      5
            1000
            Loreto
            Datem
      del Marañon
            Barranca




We may
exercise the initial option to acquire a thirty-three percent interest in the
Mineral Rights by fulfilling the following conditions:




·
            Issuance
      of 500,000 shares of our common stock to Temasek within thirty (30) days
      from the Effective Date (issued March 19,
2010);




·
            Payment
      of $250,000 to Temasek within twelve months of the Effective Date;
      and




·
            Issuance
      of 1,000,000 shares of our common stock to Temasek or its designee within
      twelve months of the Effective
Date.




We may
exercise the second option to acquire the second, thirty-three percent interest
in the Mineral Rights, resulting in the acquisition of a sixty-six percent
interest in the Mineral Rights, by fulfilling the following
conditions:




·
            Exercise
      of the initial option to acquire a thirty-three percent interest in the
      Mineral Rights;




·
            Payment
      of an additional $1,000,000 to Temasek within twenty-four months of the
      Effective Date; and




·
            Issuance
      of an additional 1,000,000 shares of our common stock to Temasek or its
      designee within twenty-four months from the Effective
  Date.




We may
exercise the third option to acquire the final, thirty-four percent interest in
the Mineral Rights, resulting in the acquisition of a one-hundred percent
interest in the Mineral Rights, by fulfilling the following
conditions:




·
            Exercise
      of the first and  second options to acquire an aggregate
      sixty-six percent interest in the Mineral
  Rights;




·
            Payment
      of an additional $2,000,000 to Temasek within thirty-six months of the
      Effective Date; and




·
            Issuance
      of an additional 2,000,000 shares of our common stock to Temasek or its
      designee within thirty-six months from the Effective
  Date.




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Upon our
acquisition of a 100% interest in the Mineral Rights, Temasek is entitled to an
annual 2.5% net returns royalty.  However, if we pay Temasek an
additional $2,000,000 within ninety (90) days of its acquisition of a 100%
interest in the Mineral Rights, Temasek will only be entitled to an annual 1.0%
net returns royalty from us.




If we
exercise the second, thirty-three percent option, resulting in the acquisition
of a sixty-six percent interest in the Mineral Rights, but fail to exercise the
final option and fail to acquire a 100% interest in the Mineral Rights, we and
Temasek will form a joint venture in which we will be wholly responsible for
developing a feasible mining project and all necessary facilities and Temasek
shall retain a carried free interest in the mining rights.  If we do
not develop a feasible mining project within three years of the Effective Date,
we will be required to pay Temasek an advance minimum mining royalty of $500,000
per year, which will be deducted from Temasek's net return royalty.




Exploration
Program




Shortly
after our initial acquisition of property interests in Peru in September 2008,
we commenced the initial stages of our exploration and development program and
carried out the following activities:




·
            Completed
      an initial social base line study to document all surface rights owners
      and people resident in the project
area;




·
            Implemented
      a community relations program to inform local communities of the project
      and what potential opportunities that may exist for community involvement
      in the implementation phases of the development
  program;




·
            Submitted
      a Declaración de Impacto
      Ambiental to the Ministry of Mines and Energy in Peru and received
      approval to start the exploration;




·
            Completed
      the field work for the Evaluación de Impacto
      Ambiental semidetallado which, if approved by the Peruvian Ministry
      of Mines & Energy, will allow us to undertake extensive
      drilling and bulk sampling
programs;




·
            Acquired
      churn drilling equipment for further evaluation and development of
      resources;




·
            Set-up
      an operational base in the project area in the town of Saramiriza to
      continuously review the exploration program and prior experiences gained
      operating in this difficult
terrain;




·
            Contracted
      various consulting firms and experienced and knowledgeable individuals
      with specific skills in the exploration of alluvial deposits to assist us
      with the exploration and development of the Peru property;
    and




·
            Commissioned
      and subsequently received a preliminary master plan which indicated the
      size and scope of our projected operations and areas where more
      information is required.




The
principle objective of our planned exploration and development program is to
bring a dredge and appropriately matched floating plant onto the property to
assist us in conducting trial mining tests which requires that we undertake the
following actions:




·
            Drill
      an area on the property where known mineralization exists at
      closely-spaced centers in accordance with mining industry
      standards;




·
            Extend
      the resource though a wider-spaced program of reconnaissance drilling so
      as to indicate the potential size of the
  deposit;






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·
            Perform
      additional geotechnical and metallurgical studies to complement existing
      information in order to prepare the optimum processing route to be adopted
      in the exploitation phase; and




·
            Prepare
      scoping, prefeasibility, and full feasibility
  studies.




In the
first quarter of 2009, a churn drill and ancillary equipment were purchased in
the United States and shipped to Peru.  The equipment cost
approximately $85,000 and we acquired such funds through the issuance of
securities in private equity offerings.  After the process of
importation and transport to site, the initial phase of the drilling program on
the project commenced in late July 2009.  Drilling capabilities were
increased by the purchase of a second-hand bangka drilling rig at a cost of
$15,000.




Gold
bearing gravels were intersected in virtually all of the twenty six (26) holes
drilled as part of this initial drilling program with the better mineralized
horizons returning values in the 60 to 200 mg/m3range
(generally, grades in excess of 60 mg/m3 are
considered economically viable) with reconnaissance holes up to 15 km apart
indicating the widespread distribution of gold throughout the Marañón
basin.




Concurrent
with the drilling, pitting was carried out at locations where significant gold
mineralization was encountered in drilling.  Pitting on the same site
as one of the bangka holes gave comparable gold values for the bulk sample from
the pit and the bangka drill sample, 213 mg/m3 and
208 mg/m3
respectively, indicating that bangka drilling appears to be an effective
evaluation method.  In addition, river bank gravel outcrops and
artisanal mine workings have been channel sampled and sedimentological studies
have been carried out.  Again, virtually all samples taken in these
programs have contained some level of gold.  Channel sampling of
exposures in artisanal workings in paleo channels indicate average grades in the
range of 120 to 350 mg/m3with
local accumulations of gold up to 550 mg/m3.




Significant
additional drilling is required to better quantify the boundaries of the
alluvial gold mineralization and identify concentrations associated with paleo
channels.  We caution that results we received in the initial phase of
the drilling program described above do not in any way indicate the presence of
a commercially viable mineral deposit.  There is no assurance that a
commercially viable mineral deposit exists on the properties underlying our
mineral property interests in Perú and a great deal of further exploration is
required before a final evaluation as to the economic and legal feasibility of
future exploration is determined.




In the
fourth quarter of 2009, we retained the services of an internationally
recognized alluvial expert to direct and monitor the on-going exploration
program, review results and ensure procedures conform to industry
standards.




Detailed
processing of the heavy mineral concentrates from the samples indicated a
relationship between gold values and magnetite content, the two minerals being
deposited together in “alluvial traps” (paleo channels) within the Marañón’s
immense braided river system.  The association of the gold with
magnetic minerals provides a potential means of locating concentrations of
mineralization.  During the first quarter of 2010, we completed ground
magnetic surveys over areas where mineralized gravels have been identified in
order to obtain a “magnetic fingerprint”.




Based on
the results from the initial phase of the drilling program and the ground
magnetic surveys, we planned a Phase II drilling campaign that commenced in
April 2010 and we anticipate will last for a duration of approximately 18
months.  If we are unable to secure additional financing in the near
future, we will be unable to sustain drilling activity for the contemplated 18
month period and be forced to cease our exploration and development
program.  In preparation for commencing this second phase of drilling
activity, we further increased our drilling capabilities by purchasing of two
additional bangka drills that were manufactured and delivered to the property
site in April 2010.  The objective of this drilling is to determine if
we can define resources of sufficient size to sustain a fleet of high capacity
dredges and floating plants in the future.  The Phase II drilling
campaign will initially consist of an







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aggressive
five month 100-hole drill program that will cost an estimated
US$300,000.  The Phase II 100-hole program consists of definition
drilling within a 2.5 square kilometer grid situated over a large paleo channel
that was successfully drilled during the 26-hole initial phase of the drilling
program referenced above.  The grid is comprised of 4 lines, equally
spaced at 250 meters apart.  Along each line, holes are being drilled
every 100 meters to depths of up to 15 meters.  Bulk samples collected
by excavating small pits and shafts are being used for metallurgical testing as
well as to confirm drill results.  Our  plans are to expand
the Phase II drill program beyond the initial 2.5 square kilometer exploration
area to other areas of suspected high mineralization within the Peru Property
that consists of a total of 461 square kilometers.




In
addition to the foregoing, we intend to carry out the geophysical evaluation of
the property and plan to continue drilling and test pitting for a period of at
least 18 months.  We are also conducting mine development planning,
process design, and other engineering studies with a view toward completing a
feasibility study within a twenty-four month period.  Permitting is
anticipated to be initiated as early in the exploration and development cycle as
possible, so that trial or pilot dredging can be started as soon as feasibility
has been established.




In May
2010, we initiated the process for expanding our drill permits and also are
concluding the Environmental Impact permit, which will allow us to explore the
entire area that comprises the Peru Property and allow for drilling of up to 428
additional holes.




Our
current cash on hand is insufficient to complete any of the activities set forth
in our planned exploration program.  While we have commenced our
planned exploration program, we must secure additional financing in the near
future in order to be able to sustain any drilling activity or we will be forced
to cease our exploration and development program.  Provided that we
are able to secure additional financing, we anticipate that we will incur the
following costs for the next twelve months:




Activity
            
            $USDPROJECT
      COSTS:Property-related
      costs
            
            
            148,800Environmental/Social
      permits
            
            
            593,100Exploration
            
            
            1,015,094Field
      costs
            
            
            263,708Travel
      expenses
            
            
            154,160Community
      Relations
            
            
            211,429Administration
      on site
            
            
            69,857Personnel
            
            
            439,674ADMINISTRATION
            
            
            268,480EQUIPMENT
      PURCHASE
            
            
            334,000TOTAL
            
            $
            3,498,302




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Acquisition
of Nevada Mineral Claims and Leasehold Interests




On April
1, 2010, we entered into a Purchase Agreement with Seabridge to acquire all of
Seabridge’s interests in certain mining claims and leasehold interests for
exploration properties located in Nevada.  The properties subject to
this transaction comprise interests in approximately 2,141 claims in Nevada
covering more than 30 exploration projects with known gold
occurrences.  Most of the claims are situated in Nevada's Walker Lane
gold belt.  Pursuant to the Purchase Agreement, the consideration to
purchase these assets from Seabridge will consist of the following: US$2,000,000
in cash (US$200,000 of which was paid to Seabridge upon execution of a letter of
intent), 3,000,000 shares of our common stock, a one-year promissory note in the
principal amount of US$1,000,000 and a two-year convertible debenture in the
principal amount of US$1,000,000.  The promissory note and debenture
each accrue interest at 8% per year.  The debenture is redeemable by
us at any time prior to maturity upon payment of $1,250,000.  If not
redeemed, the debenture and any accrued interest are convertible by Seabridge
into common shares of our common stock at $1.00 per share.  The
promissory note and the convertible debenture will be entered into by the
parties upon the closing and the shares of common stock will be delivered at
closing, along with the final cash payment of
$1,800,000.




Closing
of the transaction, contemplated to occur on May 20, 2010, is subject to
Seabridge correcting or resolving to our reasonable satisfaction certain
discrepancies and deficiencies in title to certain mineral claims being
purchased, Seabridge obtaining certain authorizations, approvals and consents
necessary to transfer the assets to us, the accuracy of the parties’
representations and warranties and material performance of all of the agreements
and obligations of the parties under the terms of the asset purchase
agreement.  We can give you no assurance that these and other
conditions will ever be satisfied to allow us to close the
transaction.




The
Purchase Agreement contains certain termination rights, including the right of
either party to terminate the Purchase Agreement if the closing has not occurred
by June 20, 2010 (as long as the terminating party has performed its obligations
under the Purchase Agreement) and to terminate upon a material misrepresentation
or breach by the other party; the Purchase Agreement may also be terminated upon
mutual written consent of the parties.




Consulting
Agreements.




On
January 29, 2010 (the “Effective Date”), we entered into Consulting Agreements
with Michael Stocker, our Chief Executive Officer, Gary Artmont, our Vice
President of Exploration, Kenneth Phillippe, our Chief Financial Officer, and
Vittoria Finance Ltd. ("Vittoria"), a company under the control of Alois Wiget
who serves as the Chairman of our board of directors (collectively, the
"Consulting Agreements").  Each of the Consulting Agreements are
materially the same.  The Consulting Agreements supersede and replace
all prior compensatory agreements, understandings and commitments that
previously existed between us and each consultant.  The Consultant
Agreements commence as of the Effective Date and continue for a period of two
years; provided, however, that the term shall be extended for an additional
one-year period on each anniversary of the Effective Date of the Consulting
Agreement, unless either party notifies the other in writing at least thirty
days prior to such anniversary.  Each of the Consulting Agreements may
be terminated for any reason upon thirty days written notice.  If any
Consulting Agreement is terminated, other than for a violation of the Consulting
Agreement or a related federal or state law or regulation, the consultant
affected is entitled to compensation until the expiration of the notice
period.  If any consultant violates the Consulting Agreement or a
related federal or state law or regulation, we may terminate the Consulting
Agreement immediately, without notice, and without further payment of
compensation to the violating consultant.    Each consultant
is subject to a covenant not to compete during the term of the Consulting
Agreement and for twelve months thereafter.  The compensation payable
under each Consultant Agreement is different.




In
exchange for services rendered which include providing us with leadership, Dr.
Stocker is entitled to receive $20,000 on a monthly basis as
compensation.  Mr. Phillippe is entitled to receive $4,000 on a
monthly basis as compensation for his responsibilities and services relating to
all financial and fiscal management aspects of our operations.  In
exchange for acting as our technical director, Mr. Artmont is entitled to
receive compensation of $950 per day of service for a maximum of ten days per
month, or such longer period of time as preapproved by our Chief Executive
Officer.  The terms of the Consulting Agreement with Vittoria provide
that Vittoria is entitled to receive $5,000 on a monthly basis as compensation
for serving as our Chief Executive Officer's intermediary for certain tasks and
providing assistance to our Chief Executive Officer in strategic planning,
financial planning, and fundraising.






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Results
of Operations for the Three Months Ended March 31, 2010 and 2009




Revenues




We have
not generated any revenues from operations since our inception.




Operating
Expenses




We
incurred operating expenses in the amount of $1,431,046 for the three months
ended March 31, 2010, as compared to operating expenses of $2,655,738 for the
three months ended March 31, 2009.  The substantial decrease in our
operating expenses for the three months ended March 31, 2010, as compared to the
three months ended March 31, 2009, is primarily attributable to decreased
exploration costs, stock based compensation and investor relations expenditures
during the reporting period.




We
incurred exploration costs of $190,218 for the three months ended March 31,
2010, and exploration costs of $482,151 during the three months ended March 31,
2009.  Exploration costs incurred during the three months ended March
31, 2010 and 2009 related to the initial phases of the exploration programs on
the Peru Property, but the decrease in these expenditures related to cost saving
measures implemented by current property management during the planning for the
current drill program.  We reported stock-based compensation of
$812,038 for the three months ended March 31, 2010, compared to $1,497,220 for
the three months ended March 31, 2009.  This decrease is attributable
to a decrease in the value of options granted during the three months ended
March 31, 2010.  We incurred investor relations expenses of $93,221
for the three months ended March 31, 2010, compared to $259,126 for the three
months ended March 31, 2009.  This decrease in investor relations
costs during the three months ended March 31, 2010, as compared to the prior
year, is attributable to the utilization of more cost effective investor
communication during the three months ended March 31, 2010.




Other
Items




We
reported other income of $29,265 for the three months ended March 31, 2010, as
compared to other income of $5,142 for the three months ended March 31,
2009.  Other income reporting during the three months ended March 31,
2010 and 2009 related to foreign exchange income.




Net
Loss




As a
result of the above, for the three months ended March 31, 2010 we reported a net
loss of $1,212,214, as compared to a net loss of $2,650,596 for the three months
ended March 31, 2009.  The decrease in our net loss was primarily
attributable to decreased operating expenses incurred in connection with cost
saving initiatives implemented by current management during the reporting
period.




Basic
and Diluted Loss per Share




As a
result of the above, the basic and diluted loss per common share was $0.015 and
$0.045 for the three months ended March 31, 2010 and 2009,
respectively.




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Liquidity
and Capital Resources




At March
31, 2010, we had cash and cash equivalents of $68,275 (March 31, 2009 - $35,490)
and a working capital deficit of $2,091,581 (March 31, 2009 -
$1,164,952).




During
the three month period following the date of this report, we anticipate that we
will not generate any revenue.  Our proposed plan of exploration
anticipates that we will incur exploration related expenditures of $3,500,000
over the next twelve months.  We anticipate spending approximately
$200,000 in ongoing general and administrative expenses per month for the next
twelve months, for a total anticipated expenditure of $2,400,000 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.  Our current cash on hand is
insufficient to be able to make our planned exploration expenditures and to pay
for our general administrative expenses over the next twelve
months.  Accordingly, we must obtain additional financing in order to
continue our plan of operations during and beyond the next twelve
months.  In order to provide us with cash to meet our short-term
obligations, we entered into a Loan Agreement (the “Loan Agreement”) with St.
Lawrence Alluvial Services and Logistics Corp. (the “Lender”) on April 1,
2010.  Under the terms of the Loan Agreement, the Lender loaned us
eight hundred thousand dollars ($800,000) (the “Loan”).  The Loan will
be used to finance expenditures on mining pediments in Peru.  We
agreed to repay the Loan within a maximum term of ninety days from the execution
of the Loan Agreement together with interest at a rate of twelve percent per
year.




We
believe that long-term debt financing will not be an alternative for funding
additional phases of exploration as we do not have limited 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.  We are currently seeking additional funding in the form of
equity financing from the sale of our common stock, but 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 default on the Loan Agreement with
Lender, not be able to pursue our exploration program and/or maintain our
mineral property interests in good standing.  We also may be forced to
abandon our mineral property interests.   If we are unable to
raise additional capital in the near future, we will continue to experience
liquidity problems and management expects that we will need to curtail
operations, liquidate assets, seek additional capital on less favorable terms
and/or pursue other remedial measures.  We may consider entering into
a joint venture arrangement to provide the required funding to explore the
properties underlying our mineral property interests.  We have not
undertaken any efforts to locate a joint venture participant.  Even if
we determine to pursue a joint venture participant, there is no assurance that
any third party would enter into a joint venture agreement with us in order to
fund exploration of the properties underlying our mineral property
interests.  If we enter into a joint venture arrangement, we would
likely have to assign a percentage of our interest in our mineral property
interests to the joint venture participant.




Cash
Used in Operating Activities




Cash
flows used in operating activities for the three months ended March 31, 2010
were $96,535, as compared to cash flows used in operating activities of $160,832
for the three months ended March 31, 2009.  Our net loss of $1,212,214
for three months ended March 31, 2010 was the primary reason for our negative
operating cash flow, as compared to our net loss of $2,650,596 for the three
months ended March 31, 2009.




Cash
Used in Investing Activities




For the
three months ended March 31, 2010, we used $244,314 in investing activities, as
compared to $110,258 used in investing activities for the three months ended
March 31, 2009.  For the three months ended March 31, 2010, we
purchased $40,643 in equipment and expended $203,671 in connection with the
acquisition of mineral property interests, as compared to the three months ended
March 31, 2009, in which we purchased $85,258 in equipment and expended $25,000
in connection with the acquisition of mineral property interests.






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Cash
from Financing Activities




As we
have had no revenues since inception, we have financed our operations primarily
by using existing capital reserves and through private placements of our common
stock.  Net cash flows provided by financing activities for the three
months ended March 31, 2010 was $203,999, as compared to $240,000 for the three
months ended March 31, 2009.




Off
Balance Sheet Arrangements




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




Going
Concern




We have
incurred net losses for the period from inception on March 6, 2000 to March 31,
2010 of $17,835,042 and have no source of revenue.  The continuity of
our future operations is dependent on our ability to obtain financing and upon
future acquisition, exploration and development of profitable operations from
our mineral properties.  These conditions raise substantial doubt
about our ability to continue as a going concern.




Critical
Accounting Policies




In
December 2001, the SEC requested that all registrants list their most "critical
accounting polices" in the Management Discussion and Analysis.  The
SEC indicated that a "critical accounting policy" is one which is both important
to the portrayal of a company's financial condition and results, and requires
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.  We believe the following critical accounting estimates
affect our more significant judgments and estimates used in the preparation of
our consolidated 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, we assess the
carrying costs for impairment.  If proven and probable reserves are
established for a property and it has been determined that a mineral property
can be economically developed, costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.




Mineral
property exploration costs are expensed as incurred.




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




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






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Although
we have taken steps to verify title to mineral properties in which we have 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.




Equipment




Equipment
is recorded at cost and amortization is provided over its estimated economic
life at 30% or on a straight line basis over its economic life.




Website
development costs




The costs
of computer software developed or obtained for internal use, during the
preliminary project phase, as defined under ASC 350-40, "Internal-Use Software",
will be expensed as incurred.  The costs of website development during
the planning stage, as defined under ASC 350-50, "Website Development Costs",
will also be expensed as incurred.




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




Segments
of an enterprise and related information




ASC 280,
"Segment Reporting" establishes guidance 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.  ASC 280 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.  We have evaluated
this Codification and do not believe it is applicable at this time.




Start-up
expenses




We have
adopted ASC 720-15, "Start-Up Costs", which requires that costs associated with
start-up activities be expensed as incurred.  Accordingly, start-up
costs associated with our formation have been included in our expenses for the
period from the date of inception on 6 March 2000 to 31 March 2010.




Stock-Based
Compensation




Effective
1 January 2006, we adopted the provisions of ASC 718, "Compensation - Stock
Compensation", which establishes accounting for equity instruments exchanged for
employee services. Under the provisions of ASC 718, 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).  We adopted
ASC 718 using the modified prospective method, which requires us to record
compensation expense over the vesting period for all awards granted after the
date of adoption, and for the unvested portion of previously granted awards that
remain outstanding at the date of adoption.  Accordingly, financial
statements for the periods prior to 1 January 2006 have not been restated to
reflect the fair value method of expensing share-based
compensation.  Adoption of ASC 718 does not change the way we account
for share-based payments to non-employees, with guidance provided by ASC 505-50,
"Equity-Based Payments to Non-Employees".




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Foreign
Currency Translation




Our
functional and reporting currency is U.S. dollars.  Our consolidated
financial statements are translated to U.S. dollars in accordance with ASC 830,
"Foreign Currency Matters".  Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rate
prevailing at the balance sheet date.  Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.  We have not, to
the date of these consolidated financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.




Use
of Estimates




The
preparation of consolidated financial statements in conformity with GAAP
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 consolidated 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 year's
presentation.




Item
3.     Quantitative and
Qualitative Disclosures About Market Risk




Not
Applicable.




Item 4T.     Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2010.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer, Dr. Michael Stocker, and our Chief Financial Officer, Mr.
Kenneth Phillippe.  Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of March 31, 2010, our
disclosure controls and procedures are effective.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.




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Limitations
on the Effectiveness of Internal Controls




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




Changes
in Internal Control Over Financial Reporting




There
have been no changes in our internal controls over financial reporting during
the quarter ended March 31, 2010 that have materially affected or are reasonably
likely to materially affect such controls.








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PART
II – OTHER INFORMATION




Item 1.        Legal
Proceedings.




In
January 2008, a contractor was critically injured in an automobile accident
while working for us in the area referred to as the Atena Project located in
northwestern Argentina.  The contractor’s family has filed a claim in
the Argentina court system seeking monetary damages in the amount of $300,000
from the driver of the automobile, who is considered an employee under
Argentinean labor law.  Although we were not been named as a party in
this action, we have anticipated that we may be named as a defendant in this
action.  During the year ended December 31, 2008, we recorded
provisions for potential legal claims relating to this incident in the amount of
$200,000.  During the previous fiscal year , we agreed to make
scheduled payments totaling $65,000 in settlement of any potential legal claims
arising out of the accident described above.  We commenced making the
scheduled payments and are currently negotiating a modification of the terms for
the remaining payments.   Our indebtedness on this matter is
included in the accounts payable recorded at March 31, 2010.




Item 1A.     Risk
Factors.




Not
Applicable.




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




On March
19, 2010, we issued 500,000 shares of common stock to Temasek Investments Inc.
(“Temasek”), a company incorporated under the laws of Panama, and its designees,
as partial consideration for the exercise of the initial option to acquire a
thirty-three percent interest in certain mineral rights in certain properties in
Peru pursuant to the Mineral Rights Option Agreement, dated January 25,
2010.  These shares were issued in a private transaction and issued in
reliance of the exemption provided by Section 4(2) of the Securities Act of
1933, as amended (the "Securities Act").  We did not engage in any
general solicitation or advertising in relation to the stock issuance to
Temasek.  The stock certificate was issued with the appropriate
legends affixed to the restricted stock.




On March
16, 2010, we issued an aggregate of 391,427 shares of common stock to 13 of our
current shareholders in reliance on the exemption provided by Section 4(2)
of the Securities Act or Regulation D promulgated thereunder in the case of
U.S. persons and Regulation S promulgated under the Securities Act in the
case of non-U.S. persons.  The shares were issued in connection with the
exercise of warrants at an exercise price of $0.70 per warrant.  The
gross proceeds we received from the exercise of these warrants was
$273,999.  The stock certificate was issued with the appropriate legends
affixed to the restricted stock. We
did not engage in any general solicitation or advertising in relation to the
issuance of these shares.




Subsequent
to the reporting period on April 13, 2010, we issued to Temasek a convertible
note for $7,000,000 (the Convertible Note") and issued 4,000,000 shares of
common stock to Temasek and its designees, as part of the final consideration
required for the exercise of the third and fourth twenty-five percent options
pursuant to the Mineral Rights Option Agreement, dated September 29, 2008, which
was amended and supplemented by Amendment No. 1, dated May 12, 2009, Amendment
No. 2, dated October 29, 2009, and Amendment No. 3, dated April 8, 2010,
resulting in our acquisition of an aggregate 100% interest in certain mineral
rights in certain properties in Peru.  The Convertible Note has a term
of three years and will accrue interest at a rate of twelve percent per
annum.  Interest under the Convertible Note is payable annually and
the principal is payable upon maturity.  Any interest and principal
due under the Convertible Note is convertible (at Temasek's option) into units
which consist of one (1) share of our common stock and one (1) warrant to
purchase one (1) share of the our common stock at an exercise price of $1.10 per
share.  The conversion price per unit is fixed at $0.80 per unit. These
securities were issued in a private transaction and issued in reliance of the
exemption provided by Section 4(2) of the Securities Act.  We did not
engage in any general solicitation or advertising in relation to the issuance of
these securities to Temasek.  The stock certificate and Convertible
Note was issued with the appropriate legends affixed.






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Item 3.   Defaults upon
Senior Securities.




None.




Item 4.     (Removed and
Reserved).




Item 5.     Other
Information.




None.




Item
6.       Exhibits.




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








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SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.




Constitution
      Mining Corp.Date:
            May
      17, 2010By:
      /s/ 
      Michael
      Stocker
              Michael
      Stocker
              Title:Chief
      Executive Officer and DirectorDate:
            May
      17, 2010By: 
      /s/ Kenneth
      Phillippe
              Kenneth
      Phillippe
              Title:Chief
      Financial Officer










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CONSTITUTION MINING CORP.


(the
“Registrant”)


(Commission
File No. 000-49725)


Exhibit Index


to
Quarterly Report on Form 10-Q


for
the Quarter Ended March 31, 2010






Exhibit
              No.
            
            Description
            
            Incorporated
      Herein
              by
      Reference to
            
            Filed
              Herewith3.1
            
            Certificate
      of Incorporation
            
            Exhibit
      2.1 of Form 8-K filed on October 23, 20093.2
            
            Bylaws
            
            Exhibit
      2.1 of Form 8-K filed on October 23, 200910.1
            
            Mineral
      Right Option Agreement, dated September 29, 2008, between Temasek
      Investments Inc. and Constitution Mining Corp.
            
            Exhibit
      10.1 of Form 8-K filed on September 29, 200810.2
            
            Amendment
      No. 1 to Mineral Right Option Agreement, dated September 29, 2008, between
      Temasek Investments Inc. and Constitution Mining Corp.
            
            Exhibit
      10.1 of Form 10-Q filed on May 15, 200910.3
            
            Second
      Amendment to Mineral Right Option Agreement, dated September 29, 2008,
      between Temasek Investments Inc. and Constitution Mining
    Corp.
            
            Exhibit
      10.1 of Form 8-K filed on November 3, 200910.4
            
            Third
      Amendment to Mineral Right Option Agreement, dated September 29, 2008,
      between Temasek Investments Inc. and Constitution Mining
    Corp.
            
            Exhibit
      10.4 of Form 8-K filed on April 13, 201010.5
            
            Mineral
      Right Option Agreement with Temasek Investments, Inc., dated January 25,
      2010.
            
            Exhibit
      10.1 of Form 8-K filed January 27, 2010.10.6
            
            Purchase
      Agreement, dated April 1, 2010, made among Seabridge Gold Corporation,
      Pacific Intermountain Gold Corporation, Seabridge Gold Inc., and
      Registrant
            
            Exhibit
      10.1 of Form 8-K filed on April 5, 201010.7
            
            Loan
      Agreement between Registrant and St. Lawrence Alluvial Services and
      Logistics Corp., dated April 1, 2010.
            
            Exhibit
      10.1 of Form 8-K filed on April 7, 201010.8
            
            Third
      Amendment to Mineral Right Option Agreement, dated April 8,
      2010.
            
            Exhibit
      10.4 of Form 8-K filed on April 13, 201010.9
            
            Consulting Agreement between Michael Stocker and
      Constitution Mining Corp., dated January 29, 2010
            
            
            
            X10.10
            
            Consulting Agreement between Kenneth Phillippe and
      Constitution Mining Corp., dated January 29, 2010
            
            
            
            X10.11
            
            Consulting Agreement between Gary Artmont and
      Constitution Mining Corp., dated January 29, 2010
            
            
            
            X10.12
            
            Consulting Agreement between Vittoria Finance Ltd. and
      Constitution Mining Corp., dated January 29, 2010
            
            
            
            X31.1
            
            Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            
            
            X31.2
            
            Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            
            
            X32.1
            
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            
            
            
            X





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