8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 15, 2010

Constitution Mining Corp.

(Exact name of registrant as specified in its charter)

Delaware	000-49725	88-0455809
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 including zip code)

Registrant’s telephone number, including area code:  +51-1-446-6807

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03  Material Modifications to Rights of Security Holders.

The Company previously sold units to certain accredited investors.  The units were comprised of one share of common stock and one warrant to purchase one share of common stock and were sold in various private offerings made in reliance on exemptions provided in the Securities Act of 1933, as amended (the “Unit Sales”).  The warrants acquired pursuant to the Unit Sales (the “Warrants”) have varying exercise prices and expiration dates, as reflected in the chart below. On November 15, 2010, the Company agreed to extend the expiration date of each of the Warrants by one year, as set forth in the chart below.     

No. of Warrants	Exercise Price per share	Original Expiration Date	Extended       Expiration Date
7,849,237	$1.00	December 1, 2010	December 1, 2011
3,668,927	$0.70	July 9, 2011	July 9, 2012
923,428	$0.70	September 2, 2011	September 2, 2012
5,350,097	$0.80	September 29, 2011	September 29, 2012

The issuance of the Warrants have been previously disclosed in the Company’s period reports.  A form of the letter and press release confirming the extension of the Warrants is included respectively as Exhibit 4.1 and Exhibit 99.1 to this report.

Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
4.1	Letter regarding extension of Warrant expiration date.
99.1	Press Release of CMIN dated November 15, 2010.

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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 hereunto duly authorized.

Constitution Mining Corp.

/s/         Michael Stocker                                

Name:  Michael Stocker

Title:    Chief Executive Officer

Date:    November 19, 2010

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Letter regarding extension of Warrant expiration date.
99.1	Press Release of CMIN dated November 15, 2010.

EX-4.1

Exhibit 4.1

[Insert Company Letterhead w/ Address]

November 19, 2010

[Warrant Holder]:

Re: Extension of Warrant Expiration Date

Dear Warrant Holder:

According to our records, you are the holder of certain warrants (the “Warrants”) issued by Constitution Mining Corp. in one or more private offerings of securities made in reliance on exemptions provided in the Securities Act of 1933, as amended.  The Warrants were issued with an expiration date of [Insert Current Expiration Date] (the “Expiration Date”).  The Company has extended the Expiration Date to [Insert Extended Expiration Date].

The Company represents and warrants to each of the holders of the Warrants that all necessary corporate action to authorize the extension of the Expiration Date has been taken and the Company has full power and authority to issue this letter.

For our records, please acknowledge receipt of this letter and your consent to the extension of the Expiration Date of the Warrants to [Insert Extended Expiration Date] by countersigning this letter where indicated below and returning a copy of this letter to the Company at the address provided above.

Constitution Mining Corp.

  /s/       Michael Stocker                                          

Name:  Michael Stocker

Title:    Chief Executive Officer

The undersigned investor acknowledges

and agrees to the terms of this letter:

_________________________________

Name:

Date:

EX-99.1

Exhibit 99.1

CONSTITUTION MINING CORP.

NEWS RELEASE

(For Immediate Release)

CONSTITUTION MINING CORPORATION EXTENDS EXPIRATION DATE FOR WARRANTS

Lima, Peru - November 19, 2010 - Constitution Mining Corp. (CMIN.OB) announced today that the Board of Directors has voted on Monday, November 15, 2010, to extend the expiration of all of its current outstanding warrants by one year, as follows:

No. of Warrants	Exercise Price per share	Original Expiration Date	Extended Expiration Date
7,849,237	$1.00	December 1, 2010	December 1, 2011
3,668,927	$0.70	July 9, 2011	July 9, 2012
923,428	$0.70	September 2, 2011	September 2, 2012
5,350,097	$0.80	September 29, 2011	September 29, 2012

The warrants were issued by Constitution Mining in various private offerings made in reliance on exemptions provided in the Securities Act of 1933, as amended.  

Constitution Mining CEO Michael Stocker states, “Extending the expiration of warrants currently outstanding by one year is a win-win opportunity for our loyal shareholders as well as for the Company. We can now re-dedicate our efforts toward maximizing the progress and success of our Peruvian Gold Sands project.”

About Constitution Mining Corp.

Our goal is to locate large-scale, commercially viable gold deposits and continuously increase the amount of gold underlying each of our outstanding shares.  We are interested primarily in geographical areas that are home to several significant proven gold deposits, including highly prospective districts likely to hold further large deposits.

Our first and most active project is in the Gold Sands region of Peru, where we hold options on 461 square kilometers (178 square miles) of mining property, the largest such block in the district.

The Gold Sands of Peru were laid down by eons of alluvial erosion. For millions of years, the waters of the Santiago and the Maranon rivers have been carving their way through the gold-rich mountain canyons of the Andes, carrying off vast amounts of gold and depositing much of the treasure in loose gravels and sands - Gold Sands - in the area the Company now controls.

The Company is now engaged in a program of test drilling to gather further data for determining the feasibility of large-scale mining of this vast resource.  The implementation of these programs will require the company to secure additional financing.

Further information about Constitution Mining Corp may be found at www.ConstitutionMining.com

On behalf of the Board:

Dr. Michael Stocker – CEO

Constitution Mining Corp. (CMIN.OB)

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Investor Inquiries:

Constitution Mining Corp.

North America Toll Free: 800-215-0811

Direct Dial: 360-339-7309

Info@ConstitutionMining.com

www.ConstitutionMining.com

Disclaimer:

This release contains forward-looking statements that are based on the beliefs of Constitution Mining Corp. management and reflect Constitution Mining Corp. current expectations as contemplated under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  When used in this release, the words "estimate, "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward-looking statements.  Such statements reflect the current views of Constitution Mining Corp. with respect to future events based on currently available information and are subject to numerous assumptions, risks and unc ertainties, including, but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements.  The information contained in this press release is historical in nature, has not been updated, and is current only to the date indicated in this press release.  This information may no longer be accurate and therefore you should not rely on the information contained in this press release.  To the extent permitted by law, Constitution Mining Corp. and its employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, any such information, whether or not caused by any negligent act or omission.

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