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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-KSB/A

**x**   ANNUAL
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the fiscal year ended **December 31, 2003**

** ̈**   TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the transition period from _______________ to _______________

0-21777 
  (Commission File Number)

GOLDEN QUEEN MINING CO. LTD.
  
  (Name of small business issuer in its charter)

|British Columbia, Canada                                        | 84-1067416         
|--------------------------------------------------------------- | -------------------
|(State or other jurisdiction                                    | (IRS Employer      
|of incorporation or organization)                               | Identification No.)
|                                                                |                    
|6411 Imperial Avenue, Vancouver, British
      Columbia, Canada | V7W 2J5            
|(Address of principal executive offices)                        | (Zip Code)         

Issuers telephone number: (604) 921-7570

Securities registered under Section 12(b) of the Exchange Act:
  None

Securities registered under section 12(g) of the Exchange Act:
  Common shares without par value

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

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrants knowledge, in definitive
  proxy or information statements incorporated by reference in part III of this
  Form 10-KSB or any amendment to this Form 10-KSB. ** ̈**

State issuers revenues for its most recent fiscal year:
  $13,795

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.): Approximately $21,777,145 as at April 19,
  2004.

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date: 59,967,186 common
  shares as at April 19, 2004.

Transitional Small Business Disclosure Format. Yes ** ̈**
  No **x**

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EXPLANATORY NOTE

Golden Queen Mining Co. Ltd. hereby amends its Annual Report
  on Form 10-KSB for the fiscal year ended December 31, 2003 (originally filed
  with the Securities and Exchange Commission on April 20, 2004) to include Part
  III, Items 9 through 12. Except for the foregoing, no other changes have been
  made to the Form 10-KSB and this Form 10-KSB/A does not modify or update the
  disclosure contained in the Form 10-KSB in any way other than as discussed above
  and reflected below.

PART III

Item 9.        Directors,
  Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
  of the Exchange Act

The names, ages, and business experience for at least the
  past five years and positions of the directors and executive officers of the
  Company as of April 19, 2004, are as follows. The Companys board of directors
  consists of four directors. All directors serve until the next annual meeting
  of the Companys stockholders or until their successors are elected and
  qualified. Executive officers of the Company are appointed by the board of directors.

|Name               | Age | Position              
|------------------ | --- | ----------------------
|Edward G. Thompson | 67  | Director and Chairman 
|H. Lutz Klingmann  | 64  | President and Director
|Chester Shynkaryk  | 59  | Secretary and Director
|Gordon C. Gutrath  | 66  | Director              

Biographical Information Concerning Directors and Executive
  Officers

H. LUTZ KLINGMANN. Mr. Klingmann was appointed president
  of the Company on November 29, 2002 and has served as a director since March
  1, 2001. He also acts as a director of Minto Explorations, Ltd. and has served
  as such since its inception in 1993. Mr. Klingmann is a registered professional
  engineer.

CHESTERSHYNKARYK. Mr. Shynkaryks
  principal occupation is president and director of Vision Coatings Group. Mr.
  Shynkaryk has been a director of the Company since 1985 and served as the president
  of the Company from 1985 to 1995, then was elected Secretary in 1996. In addition,
  he serves as a director of Consolidated Global Minerals Ltd.

GORDON C. GUTRATH. Mr. Gutraths principal occupation
  is president of Atled Exploration Management Ltd. Mr. Gutrath has been a director
  of Golden Queen since 1987. As the founder of Queenstake Resources in 1977,
  he served as its president from 1977 until 1985. Mr. Gutrath is a professional
  geologist and a registered professional engineer in British Columbia.

EDWARD G. THOMPSON. Mr. Thompsons principal occupation
  is president of E.G. Thompson Mining Consultants, Inc. Mr. Thompson has been
  a director of Golden Queen since 1994. He was elected Chairman of the Company
  effective January 29, 1997 and was appointed president and chief executive officer
  of the Company on February 28, 2000 and served as such until November 29, 2002.
  Since 1990, he has also served as president of E.G. Thompson Mining Consultants
  Inc., which he owns. He is also chairman of Sparton Resources Inc. and president
  Consolidated Thompson-Lundmark Gold Mines Ltd. He serves on the board of directors
  of Adrian Resources Ltd., Aurogin Resources, Freewest Resources (Canada), Sparton
  Resources, Inc. and Western Troy Capital Resoucse, Inc. Mr. Thompson graduated
  from the University of Toronto in 1959 with a degree in mining geology and in
  1960 he earned a degree in economic geology.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
  requires Golden Queen's directors, executive officers and persons who own more
  than 10% of a registered class of Golden Queens securities to file with
  the SEC initial reports of ownership and reports of changes in ownership of
  Common Stock and other equity securities of Sense. Directors, executive officers
  and greater than 10% stockholders are required by SEC regulation to furnish
  Golden Queen with copies of all Section 16(a) reports they file.

2

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To Golden Queens knowledge, based solely on a review
  of Forms 3 and 4, as amended, furnished to it during its most recent fiscal
  year, and Forms 5, as amended, furnished to it with respect to such year, Golden
  Queen believes that during the year ended December 31, 2003, its directors,
  executive officers and greater than 10% stockholders complied with all Section
  16(a) filing requirements of the Securities Exchange Act of 1934.

Code of Ethics

The Company has not adopted a code of ethics, however, it
  intends to do so in connection with any expansion of its management.

Item 10.      Executive Compensation

Summary Compensation Table

The following table sets forth all compensation paid or earned
  for services rendered to the Company in all capacities during the fiscal years
  ended December 31, 2001, 2002 and 2003 by Golden Queens president and
  chief executive officer (CEO) and each executive officer who earned
  over $100,000 in total salary and bonus during the three most recently completed
  financial years, for services rendered to the Company.

SUMMARY COMPENSATION TABLE

|Position(a)                              | Annual Compensation                            | Long Term Compensation
|---------------------------------------- | ---------------------------------------------- | ----------------------
|Year(b)                                  | Salary($)(c)                                   | Bonus($)(d)           
|SecuritiesUnderOptions/SARsGranted(#)(f) | RestrictedShares OrRestrictedShare Units($)(g) | LTIPPayouts($)(h)     
|Edward G. Thompson [1]                   | 2003                                           | Nil                   
|2002                                     | $14,647                                        | Nil                   
|2001                                     | $10,653                                        | Nil                   
|H. Lutz Klingmann[2] President           | 2003                                           | $68,626               
|2002                                     | Nil                                            | Nil                   
|2001                                     | Nil                                            | Nil                   

|[1] | Mr. Thompson resigned as President and CEO on November
        29, 2002. He is a member of the Audit Committee and the Compensation Committee.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                               
|[2] | Mr. Klingmann was appointed President on November
        29, 2002. He is a member of the Audit Committee and the Compensation Committee.     

OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL
  YEAR

The board of directors has approved the issuance of stock
  options to our employees, directors, officers and consultants. Unless otherwise
  provided by the board of directors, all vested options are exercisable for a
  term of five years from the date of grant. On December 31, 2003, there were
  options granted to acquire 1,540,000 shares of the authorized common stock.

During the fiscal year ended December 31, 2003, Golden Queen
  granted the following stock options to the Companys CEO and president:

3

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|Name                         | Number ofSecuritiesUnderlyingOptions/SARsGranted (#) | Percent ofTotal Options/SARs Grantedto Employeesin Fiscal Year | Exercise orBase Price($/Share) | Market Valueof SecuritiesUnderlyingOptions/ SARson the Date ofGrant ($/Security) | ExpirationDate  
|---------------------------- | ---------------------------------------------------- | -------------------------------------------------------------- | ------------------------------ | -------------------------------------------------------------------------------- | ----------------
|H. Lutz Klingmann, President | 225,000[1]                                           | 40.9%                                                          | C$0.55                         | C$0.64[2]                                                                        | February 4, 2006

|[1] | These options were previously granted on February
        4, 2003 and the board of directors approved a repricing on October 10,
        2003. The repricing is subject to obtaining shareholder approval.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                           
|[2] | For the purposes of this section, the date of grant
        is October 10, 2003, the date of the repricing.                                                                                               

AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY
  COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES

The following stock options were exercised by the Named Executive
  Officers during the Companys fiscal year ended December 31, 2003:

|Name              | Sharesacquired onexercise (#) | Valuerealized ($) | Number of securitiesunderlying unexercisedoptions/SARs at FY-end(#) Exercisable/Unexercisable | Value ofunexercised in-the-moneyoptions/ SARs atFY-end ($)Exercisable/Unexercisable
|----------------- | ----------------------------- | ----------------- | --------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------
|H. Lutz Klingmann | Nil                           | N/A               | 365,000                                                                                       | C$21,850                                                                           

OPTION AND SAR REPRICINGS

The following stock options held by the Named Executive Officers were repriced during the Companys fiscal year ended December 31, 2003:

|Name(a)           | Date ofRepricing(b) | SecuritiesUnderOptions/SARsRepriced orAmended (#)(c) | Market Priceof Securitiesat Time ofRepricing orAmendment($/Security)(d) | Exercise Price atTime ofRepricing orAmendment($/Security)(e) | NewExercisePrice($/Security)(f) | Length ofOriginal OptionTerm Remainingat Date ofRepricing orAmendment(g)
|----------------- | ------------------- | ---------------------------------------------------- | ----------------------------------------------------------------------- | ------------------------------------------------------------ | ------------------------------- | ------------------------------------------------------------------------
|H. Lutz Klingmann | October 10, 2003    | 225,000                                              | C$0.64                                                                  | C$0.81                                                       | C$0.55                          | Expiring on February 4, 2006                                            

The Toronto Stock Exchange has conditionally accepted the
  repricing of options to purchase an aggregate of 550,000 common shares previously
  granted to insiders of the Company under the Companys stock option plan
  at a price of C$0.81 per share. The Company proposed to reduce the exercise
  price to $0.55 per share and the board of directors approved the repricing on
  October 10, 2003.

Item 11.       Security Ownership
  of Certain Beneficial Owners and Management and Related StockholderMatters

As at April 30, 2004, there were 266 shareholders of record
  holding common shares of the Company.

The following table sets forth certain information regarding
  the beneficial ownership of the Companys Common Stock as of April 19,
  2004 by:

4

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|(i)   | each person or entity known by Golden
        Queen to beneficially own more than 5% of the Common Stock;
|----- | ---------------------------------------------------------------------------------------------------------
|      |                                                                                                          
|(ii)  | each director of Golden Queen;                                                                           
|      |                                                                                                          
|(iii) | each of the Named Executive Officers
        of Golden Queen; and                                        
|      |                                                                                                          
|(iv)  | all directors and executive officers
        as a group.                                                 

Except as noted below, Golden Queen believes that the beneficial
  owners of the Common Stock listed below, based on information furnished by such
  owners, have sole voting and investment power with respect to such shares.

|Title of Class | Name and Address of Beneficial Owner                                    | Amount of Beneficial Ownership[1] | Percent of Class [2]
|-------------- | ----------------------------------------------------------------------- | --------------------------------- | --------------------
|Common Stock   | Edward G. Thompson 111 Moore Avenue
      Toronto, Ontario M4T 1V7      | 368,500[3]                        | 0.61%               
|Common Stock   | Chester Shynkaryk 9478 Thomas Drive
      Richmond, BC V7E 5Y4          | 438,000[3]                        | 0.73%               
|Common Stock   | Gordon C. Gutrath 4482 Quesnel Drive
      Vancouver, BC V6L 2X6        | 320,000[3]                        | 0.53%               
|Common Stock   | H. Lutz Klingmann 6411 Imperial Avenue
      West Vancouver, BC V7W 2J5 | 350,000[3]                        | 0.58%               
|Common Stock   | All directors and officers as a group (4
      persons)                 | 1,476,500[3]                      | 2.42%               
|Common Stock   | Landon T. Clay Peterborough, New Hampshire                              | 11,488,792[4]                     | 19.16%              

|[1] | Based upon information furnished to Golden Queen
        by either the directors and executive officers or obtained from the stock
        transfer agent of Golden Queen.                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|[2] | Based upon a total of 59,967,186 shares of common
        stock issued and outstanding as at April 19, 2004, and includes in each
        case any stock underlying vested options granted to each person listed.                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|[3] | These amounts include beneficial ownership of securities
        not currently outstanding but which are reserved for immediate issuance
        on exercise of options. In particular, these amounts include, respectively
        for each director or officer, shares issuable upon exercise of options
        as follows: 245,000 shares issuable to Edward G. Thompson; 325,000 shares
        issuable to Chester Shynkaryk; 215,000 shares issuable to Gordon C. Gutrath
        and 300,000 shares issuable to H. Lutz Klingmann.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|[4] | Consists of: 11,210,765 shares held directly by Mr.
        Landon Clay; 4,663 shares held by LTC. Corp Profit Sharing and Retirement
        Plan, of which Mr. Clay is a trustee; 26,114 shares held by LTC Corp.,
        with which Mr. Clay is affiliated; and 247,250 shares held by Arctic Coast
        Petroleum Ltd., with which Mr. Clay is affiliated.                                                                                                                                                                        

In addition, Mr. Clay is related to three charitable trusts,
  The Landon T. Clay Charitable Lead Trust Dated 11/30/83, The Landon T. Clay
  Charitable Lead Trust II and The Landon T. Clay Charitable Annuity Lead Trust,
  which hold in the aggregate of 14,003,682 shares. As Mr. Clay has no beneficial
  interest in and does not, directly or indirectly, exercise control or direction
  over any of the trusts, he expressly disclaims any interest therein.

5

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Item 12.      Certain Relationships and Related
  Transactions

In April 2002, two shareholders, each beneficially holding
  in excess of 10% of the voting shares of the Company, converted an aggregate
  of 1,520,836 warrants for common shares at $0.16 per share netting $243,334
  for the Company. The balance of 135,414 warrants held by the shareholders expired
  as of January 20, 2003.

On July 8, 2003, one shareholder beneficially holding in excess
  of 10% of the voting shares of the Company purchased a 6.5% convertible promissory
  note for the amount of $150,000. The promissory note is due on demand on July
  9, 2004 and is convertible into units of the Company at a price of $0.23 per
  unit, each unit consisting of one common share and one non-transferable detachable
  share purchase warrant, each whole warrant entitling the holder to purchase
  one additional common share of the Company at an exercise price of $0.32 for
  a term of two years.

On January 26, 2004, one shareholder beneficially holding
  in excess of 10% of the voting shares of the Company purchased 3,000,000 units
  pursuant to a private placement by the Company for an aggregate purchase price
  of $1,500,000.

Item 14.      Principal Accountant
  Fees and Services

The fees for services provided by the Companys auditors
  in each of the fiscal years ended 2002 and 2003 were as follows:

|Fees               | 2002  | 2003  
|------------------ | ----- | ------
|Audit fees         | 7,000 | 29,000
|Audit related fees | Nil   | Nil   
|Tax fees           | 1,100 | 1,447 
|All other fees     | Nil   | Nil   

The Company maintains disclosure controls and procedures that
  are designed to ensure that information required to be disclosed in its reports
  filed pursuant to the Securities Exchange Act of 1934 is recorded, processed,
  summarized and reported within the time periods specified in the rules and forms
  promulgated under such Act, and that such information is accumulated and communicated
  to management, including its Chief Executive Officer and Chief Financial Officer,
  as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the date of this report, management
  carried out an evaluation, under the supervision and with the participation
  of the management, including the President and principal accounting officer,
  of the effectiveness of the design and operation of the Companys disclosure
  controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the
  foregoing, the President and principal accounting officer concluded that the
  Companys disclosure controls and procedures are effective in connection
  with the filing of this Annual Report on Form 10-KSB for the year ended December
  31, 2003.

There were no significant changes in our internal controls
  or in other factors that could significantly affect these controls subsequent
  to the date of their evaluation, including any significant deficiencies or material
  weaknesses of internal controls that would require corrective action.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

GOLDEN QUEEN MINING CO. LTD.

|By: | /s/ H. Lutz Klingmann                 | 
|--- | ------------------------------------- | 
|    | H. Lutz Klingmann                     | 
|    | President and Chief Executive Officer | 
|    |                                       | 
|    | Date:     May 11, 2004                | 

In accordance with the Exchange Act, this report has been
  signed by the following persons on behalf of the registrant and in the capacities
  indicated on the dates indicated.

|Signature             |  | Title                                           | Date        
|--------------------- |  | ----------------------------------------------- | ------------
|                      |  |                                                 |             
|                      |  |                                                 |             
|/s/ H. Lutz Klingmann |  | President, Chief Executive Officer and Director | May 11, 2004
|H. Lutz Klingmann     |  |                                                 |             
|                      |  |                                                 |             
|                      |  |                                                 |             
|/s/ Edward Thompson   |  | Chairman of the Board and Director              | May 11, 2004
|Edward Thompson       |  |                                                 |             
|                      |  |                                                 |             
|                      |  |                                                 |             
|/s/ Chester Shynkaryk |  | Secretary and Director                          | May 11, 2004
|Chester Shynkaryk     |  |                                                 |             
|                      |  |                                                 |             
|                      |  |                                                 |             
|/s/ Gordon Gutrath    |  | Director                                        | May 11, 2004
|Gordon Gutrath        |  |                                                 |             

7

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