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):  Frebruary 24, 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))

SECTION 5 – Corporate Governance and Management

Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 24, 2011, the Registrant filed a Certificate of Ownership and Merger with the Secretary of State of Delaware to effectuate a merger whereby the Registrant would merge with its wholly-owned subsidiary, Goldsands Development Company, through a parent/subsidiary merger, with the Registrant as the surviving corporation.  This merger, which will become effective at 11:59 p.m. on March 31, 2011 (the “Effective Time”), is pursuant to Section 253 of the General Corporation Law of Delaware.  Shareholder approval for this merger was not required under Section 253 of the General Corporation Law of Delaware.  Upon the Effective Time of this merger, the Registrant's name will change to “Goldsands Development Company” and the Registrant's Articles of Incorporation will be amended to ref lect this name change.

A copy of the Articles of Merger and Agreement and Plan of Merger as filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
2.1	Certificate of Ownership and Merger

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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:    March 2, 2011

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EX-2.1

Exhibit 2.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

GOLDSANDS DEVELOPMENT COMPANY

INTO

CONSTITUTION MINING CORP.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

Constitution Mining Corp. (the “Corporation”), a corporation incorporated on October 21, 2009 pursuant to the provisions of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY that:

FIRST:  The Corporation owns all of the issued and outstanding stock of Goldsands Development Company, a corporation incorporated on February 10, 2011 pursuant to the provisions of the General Corporation Law of the State of Delaware.

SECOND:  The Corporation, by resolutions of its Board of Directors duly adopted by unanimous written consent on February 23, 2011, determined to and did merge said Goldsands Development Company into itself, which resolutions are in the following words to wit:

WHEREAS, the Corporation owns all of the issued and outstanding stock of Goldsands Development Company, a Delaware corporation (the “Subsidiary); and

WHEREAS, it is advisable and in the best interests of the Corporation that the Subsidiary be merged with and into the Corporation;

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary shall be merged into the Corporation (the “Merger”) effective as of 11:59 p.m. on March 31, 2011 (the “Effective Time”);

FURTHER RESOLVED, that at the Effective Time of the Merger, the Corporation shall change its corporate name by amending Article 1 of the Certificate of Incorporation in its entirety to read as follows:

1.     The name of the Corporation is GOLDSANDS DEVELOPMENT COMPANY

                (the “Corporation”).

FURTHER RESOLVED, that any officer of the Corporation is hereby authorized and directed to execute a Certificate of Ownership and Merger setting forth a copy of these resolutions and the date of their adoption, and to file the same with the Delaware Secretary of State;

FURTHER RESOLVED, that the officers of the Corporation are hereby authorized and directed to do all acts which they in their discretion shall deem necessary or appropriate to cause the Merger described above to become effective under the laws of the State of Delaware.

THIRD:  The effective time of the merger referred to herein shall be as of 11:59 p.m. on March 31, 2011.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be signed this 24th day of February, 2011.

CONSTITUTION MINING CORP.

By: /s/      Peter Wiget                                                          

Name:      Peter Wiget

Title:        Chief Financial Officer