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):  January 18, 2011

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 1.01     Entry into a Material Definitive Agreement.

On January 18, 2011, Constitution Mining Corp., a Delaware corporation (the “Company”), entered into an Agreement (the “Agreement”) with Swiss Mining S.A., a limited liability company organized and incorporated under the laws of Perú(“Swiss Mining”).  Pursuant to the Agreement, Swiss Mining will carry out a test mining operation on the MIKA 2 concession located in the Peruvian Province of Datem del Marañon, District of Manseriche (the “MIKA 2 Concession”).  The area encompassing the MIKA 2 concession is the 2.5 square kilometer grid that was the subject of the Company’s Phase II drilling campaign.

Swiss Mining will be responsible and liable for all work, services, labor, materials, equipment, supplies and other related costs necessary to implement the test mining operation.  The costs related to this test mining operation, which is expected to involve the processing of approximately 150,000 cubic meters of placer material, are anticipated to be approximately US $425,000.  The parties have agreed to an allocation of revenues, if any, from the sale or other disposition of ores, concentrates or minerals produced from the MIKA 2 concession (“Net Returns”) equal to thirty percent (30%) to the Company and seventy percent (70%) to Swiss Mining until the agreed upon costs of US $425,000 are fully covered.  Thereafter, any Net Returns beyond this cost recovery shall be divided equally between the t wo parties, on a 50/50 basis.  Notwithstanding the foregoing, the parties have agreed to negotiate a different allocation of Net Returns so long as Swiss Mining has not recovered its costs of US $425,000 should the price of gold drop below US $1300 per ounce or increase above $1500 per ounce for at least 5 consecutive business days.

The Company anticipates that the test mining operation will commence in the next four to six weeks and continue for a duration of six months.  Under the terms of the Agreement, the Company has the right to monitor, at its own expense, all activities performed by Swiss Mining or its subcontractors under this Agreement including, but not be limited to, the right to make site inspections at any time, to bring experts and consultants onsite to examine or evaluate work in progress or completed work, to examine the books, ledgers, documents, papers, and records pertinent to this Agreement and to observe personnel in every phase of their performance of the related work.

A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.  The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.

On January 20, 2011, the Company issued a press release announcing the signing of the Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01     Financial Statements and Exhibits.

(d)        Exhibits

Exhibit No.	Description
10.1	Agreement, dated as of January 18, 2011, made among Swiss Mining S.A. and Constitution Mining Corp.
99.1	Press Release issued by Constitution Mining Corp. on January 20, 2011.

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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:    January 20, 2011

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement, dated as of January 18, 2011, made among Swiss Mining S.A. and Constitution Mining Corp.
99.1	Press Release issued by Constitution Mining Corp. on January 20, 2011.

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EX-10.1

Exhibit 10.1

This Agreement (hereinafter the “Agreement”) is made and entered into on this 18th day of January, 2011 between Constitution Mining Corp., a Delaware corporation with its address located at Pasaje Mártir Olaya 129, Oficina 1203, Centro Empresarial José Pardo Torre A, Miraflores, Lima, Perú ("CMIN") and Swiss Mining S.A., a limited liability company organized and incorporated under the laws of Perú with its address located at Camino Real 1225, San Isidro, Lima, Perú ("Swiss Mining").

R E C I T A L S

A.           WHEREAS, CMIN is the indirect beneficial owner of a 100% interest in certain claim applications, claims and assorted mining rights, including all obligations arisen therefrom, with respect to certain areas located in Perú as detailed in Exhibit A hereto (the "Properties");

B.           WHEREAS, Swiss Mining is engaged in the business of developing and, if justified, the alluvial mining of mineral resources;

C.           WHEREAS, CMIN desires to designate Swiss Mining to implement and carry out a small-scale test mining operation (“Test Mining Operation”) on the MIKA 2 concession located in the Peruvian Province of Datem del Marañon and District of Manseriche (the “MIKA 2 Concession”);

D.           WHEREAS, the parties desire to immediately begin a Test Mining Operation following a review of the findings CMIN has made respecting placer ore bodies located by means of drilling completed in 2010 within the MIKA 2 Concession; and

D.           WHEREAS, CMIN and Swiss Mining desire to set forth in this Agreement the basic terms of a Test Mining Operation with a view toward determining if an expanded agreement between the parties covering a larger area is justified based on the results of this exclusive Test Mining Operation on the MIKA 2 Concession.

NOW THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1    Test Mining Operation.  Swiss Mining shall assume all responsibility and liability for all work, services, labor, materials, equipment, supplies and other related costs necessary to implement a small-scale test mining operation on the MIKA 2 Concession. Swiss Mining shall be responsible for obtaining all consents, permits, licenses or other approvals required to carry out a small-scale test mining operation on the MIKA 2 Concession. CMIN shall assume all responsibility and liability for the exploitation of the land (means all necessary contracts and provisions with the affected land-owners).  The respective maps and drill logs attached hereto as Exhibit B (the “Records”) and will b e a substantial part of the agreement. It is the understanding of both parties that the Records are accurate, but that there is no guarantee or any conclusions that can be drawn from the Records. However, all numbers in the agreement shall be based these Records.  Neither CMIN nor its directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors (“Representatives”) shall have any liability to Swiss Mining or its Representatives arising out of the receipt, use, operation or failure of the Records.

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2   Allocations of Net Returns.  Swiss Mining will perform, at its own cost, a Test Mining Operation on the MIKA 2 Concession. It is anticipated that the costs related to the Test Mining Operation on the MIKA 2 Concession, which is expected to consist of approximately 150,000 cubic meters of placer material, will be US$ 425,000. All Net Returns (defined below) from the Test Mining Operation however derived shall first be allocated 30% to CMIN and 70% to Swiss Mining until the agreed upon costs of USD $425,000 are fully covered by Swiss Mining, provided the Test Mining Operation is being run.  Thereafter, all revenues from the sale or other disposition of ores, concentrates or minerals produced from the miner al properties arisen as from the MIKA 2 Concession ("Net Returns"), subject to Item 3 below, shall be allocated between the parties equally on the 50/50 basis. Within ten business days after the Test Mining Operation is  terminated, a final computation and determination shall be made as to which part of the Net Returns belongs to CMIN and to Swiss Mining respectively. The payment, which is computed in order to realize the distribution as outlined above, shall be made from the owing party to the entitled party within three further business days.

3    Allocation adjustment based on future gold price. The Allocation of Net Returns described in item 2 above is based on a gold price in the range of US$ 1300 to $1500 per ounce. If the price of Gold drops below $1300 or climbs above US$1500 per ounce for at least 5 consecutive business days, then the parties will negotiate an adjustment to the 70/30 split described in Item 2.

4     Term. The term of the Test Mining Operation shall be six (6) months or for so long thereafter as minerals are produced from the MIKA 2 Concession on a continuous basis. Notwithstanding, this Test Mining Operation may extent onto flow 1 and 3, if considered to be in the best interest of both parties and a separate and definitive agreement is entered into by the parties.

5      Reports by Swiss Mining. Swiss Mining shall maintain a true and correct set of records pertaining to the Test Mining Operation and provide written reports as may be requested from time to time by CMIN. CMIN may, upon request, audit any and all records of Swiss Mining relating to the Test Mining Operation.

6      Monitoring Activities.  CMIN shall have the right to monitor, at its own expense, all activities related to this Agreement that are performed by Swiss Mining or its subcontractors. This shall include, but not be limited to, the right to make site inspections at any time; to bring experts and consultants on site to examine or evaluate completed work or work in progress; to examine the books, ledgers, documents, papers, and records pertinent to this Agreement; and, to observe personnel in every phase of performance of the related work.

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7      Compliance with Laws. Swiss Mining agrees to comply with all laws, rules and regulations, which have to be applied to the Test Mining Operation contemplated by this Agreement or arising out of the performance of any work or operation thereunder.

8       Investigation. CMIN will grant to Swiss Mining and its agents, attorneys and other advisors full and complete access to all of the records, data, research and other documents and materials relating to the Properties.  CMIN will be entitled, at its own expense, to have access to and to conduct appraisals of Swiss Mining’s equipment used for production within CMIN‘s concessions.

9       Publicity. The parties each agree that they will not make public statements regarding this Agreement without first consulting the other party hereto in order that any such public statement is jointly issued by the parties, except to the extent required by law or any securities exchange.  Swiss Mining is aware that CMIN is a public reporting company and will desire to make periodic news releases and regulatory filings as to the progress of the small scale test production.

10     Fees and Expenses. Each party pays for its own consultants.

11     Applicable Law. This Agreement shall be governed by the laws of Switzerland. Any expanded final mining agreement resulting from this test shall also be an agreement under the laws of Switzerland.

12     Binding Effect.  This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto, their successors and assigns, and may not be changed or amended without a written agreement to that effect.

13     Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but which when taken together will constitute one and the same document.

Dated as of the date set forth above.

Swiss Mining S.A.     By:  /s/   Rafael Villarroel Mansilla                                     Printed Name:   Rafael Villarroel Mansilla Its:                      General Manager Constitution Mining Corp.     By: /s/ Michael Stocker                                     Printed Name:    Michael Stocker Its:                       CEO & President

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EX-99.1

Exhibit 99.1

Constitution Mining Enters Into Test Production

Lima, Peru – January 20, 2011 Constitution Mining Corp. (CMIN.OB) is pleased to announce that on January 18, 2011, the Company signed an agreement (the “Agreement”) with Swiss Mining S.A. to start a test-mining production operation on the Company’s Gold Sand’s project, located in North-East Peru.

Swiss Mining S.A. is currently in the business of developing, and if feasibility is determined, conducting mineral resource alluvial mining operations. As the largest operator in this area of the Amazon basin, they have the knowledge, experience and trained work force necessary to conduct an efficient operation. Swiss Mining will be utilizing a new trommel plant with centrifugal concentrators, in order to optimize the operational footprint, and thus minimize environmental impact on this test production venture.

Constitution Mining’s drilling program, which located placer ore bodies, was completed within the MIKA 2 Concession in 2010. A review of the findings made in regard to these alluvial deposits, provides the basis for this Agreement between the two companies. The Agreement designates that Swiss Mining  will carry out a test mining operation on the MIKA 2 Concession, located in the Peruvian Province of Datem del Marañon, District of Manseriche.  The results will be studied to determine if an expanded agreement between the parties covering a larger area is justified.

Swiss Mining will immediately begin to mobilize its equipment to the site. It expects to begin a six-month Test Mining Operation on CMIN’s MIKA 2 Concession within the next four to six weeks. Costs related to this Test Mining Operation, which is expected to involve the processing of approximately 150,000 cubic meters of placer material, are anticipated to be approximately US $425,000.

Revenues, if any, from this test operation will be utilized to cover Swiss Mining’s production costs in the following manner: all revenues from the sale or other disposition of ores, concentrates or minerals produced from the mineral properties ("Net Returns") shall be allocated 30% to CMIN and 70% to Swiss Mining, until the agreed upon costs of US $425,000 are fully covered. Any Net Returns beyond this cost recovery shall be divided equally between the two parties, on a 50/50 basis.

The Allocation of Net Returns is based upon a gold price in the range of US $1300 to $1500 per ounce. If the price of gold drops below US $1300 or climbs above $1500 per ounce for at least 5 consecutive business days and Swiss Mining has not recovered its costs of US $425,000, the parties may negotiate an adjustment to the 70/30 split.

CMIN has the right to monitor at its own expense, all activities performed by Swiss Mining or its subcontractors as related to this Agreement. This shall include, but not be limited to, the right to make site inspections at any time; to bring experts and consultants onsite to examine or evaluate work in progress or completed work; to examine the books, ledgers, documents, papers, and records pertinent to this Agreement; and to observe personnel in every phase of their performance of the related work.

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Michael Stocker, Constitution Mining’s CEO states:

“We anticipate that this test mining operation, in partnership with Swiss Mining SA, will provide valuable information with which to help shape and hopefully confirm our hypotheses regarding the suitability and cost of alluvial gold production operations on our Gold Sands properties. We are very pleased to have reached this important milestone in the evolution or our company as we believe that this is a significant step forward from drilling to actual gold production”

About Swiss Mining S.A.

Swiss Mining SA, located in Lima, Peru, is a limited liability company organized and incorporated under Peruvian laws. It is owned and actively controlled by Swiss Mining and Consulting Ltd. The company’s general manger, Rafael Villarroel Mansilla, has a decade-long experience with alluvial mining.

About Constitution Mining Corp. (CMIN.OB)

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

Peru

The Gold Sands project in Peru consists of options on 461 square kilometers (178 square miles) of mining property, the largest such block in the district. These Gold Sands were laid down by eons of alluvial erosion. For millions of years, the waters of the Santiago and the Marañón rivers have been carving their way through the gold-rich mountain canyons of the Andes, carrying off vast amounts of gold and depositing it in the loose gravels and sands - Gold Sands - in the area the Company now controls.

Results from test holes drilled during CMIN's 26-hole Phase I exploratory drill program indicate the presence of significant alluvial gold. The Company has also completed its Phase II drill program focused on grid drilling a 2.5 square kilometer region. While the results from both the Phase I drill program and the Phase II, 100-hole drill program are highly favorable, the Company cautions that these results do not yet indicate the presence of a commercially viable mineral deposit and further exploration is needed to determine the full feasibility of the project. Currently, the company has signed an agreement to begin a test mining production program within a 2.5 square kilometer area of the recent 100-hole drill program.

The full implementation of these programs will require the Company to secure additional financing.

Further information about Constitution Mining Corp may be found at:

http://www.ConstitutionMining.com.

On behalf of the Board:

Dr. Michael Stocker - CEO

Constitution Mining Corp. (CMIN.OB)

Investor Inquiries:

North America Toll Free: 800-215-0811

Direct Dial: 360-339-7309

Email: Info@ConstitutionMining.com

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Disclaimer

This release contains forward-looking statements that are based on beliefs of Constitution Mining Corp. management and reflect Constitution Mining Corp’s 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 we use 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 uncertainties, 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 shown 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 neglige nt act or omission.

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