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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2005

 ̈ 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 is not required to file reports pursuant
  to Section 13 or 15(d) of the Exchange Act. ̈

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 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. x

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

State issuers revenues for its most recent fiscal year:
$0.00

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
$35,625,646 as at March 24, 2006.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 68,390,446
common shares as at March 24, 2006.

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, 2005 (originally filed with
the Securities and Exchange Commission on April 3, 2006) 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 March 24, 2006, 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
    Position Held SinceEdward G. Thompson
    69
    Director
    November 25, 1994H. Lutz Klingmann
    66
    Director President
    March 1, 2001 November
      29, 2002Chester Shynkaryk
    61
    Director
    November 21, 1985Gordon C. Gutrath
    68
    Director
    August 14, 1987


Biographical Information Concerning Directors and Executive
Officers

H. LUTZ KLINGMANN, Director, President. Mr. Klingmann
was appointed president on November 29, 2002. 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.

CHESTER SHYNKARYK, Director. Mr. Shynkaryk served as
president of Golden Queen from 1985 to 1995, and as secretary from 1996 to 2004.
In addition, he serves as a director of Consolidated Global Minerals Ltd. and
Global Uranium Corp.

GORDON C. GUTRATH, Director. Mr. Gutraths principal
occupation for the past five years is president of Atled Exploration Management
Ltd., a consulting company operated by him. 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, Director. Mr. Thompsons principal
occupation is president of E.G. Thompson Mining Consultants, Inc. He was elected
Chairman effective January 29, 1997 and was appointed president and chief
executive officer 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 advisor to Consolidated Thompson-Lundmark Gold Mines Ltd. He serves on the
board of directors of Chariot Resources Ltd., Aurogin Resources, Freewest
Resources (Canada), Sparton Resources, Inc. and Western Troy Capital Resource,
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. He has
been a member of the Professional Engineers of Ontario since 1961.

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

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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.

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, 2005, 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, 2003, 2004 and 2005 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.

Name and
      Principal Position
    Annual
      Compensation
    Long Term
      CompensationYear
    Salary ($)
    Bonus
      ($)
    Other
      Annual Compens- ation ($)
    Awards
    Payouts
    All other
      compens- ation ($)Restricted
      stock award(s) ($)
    Securities
      underlying options/ SARs (#)
    LTIP Payouts
      ($)H. Lutz
    2005
    USD$107,308(1)
    Nil
    Nil
    350,000(2)
    Nil
    Nil
    NilKlingmann
    2004
    USD$76,466(1)
    Nil
    Nil
    Nil
    Nil
    Nil
    NilPresident
    2003
    USD$45,495(1)
    Nil
    Nil
    225,000
    Nil
    Nil
    Nil


|(1) | Converted from Canadian to US dollars at an exchange rate
      per Canadian dollar of USD$0.85799, USD$ 0.83029 and USD$ 0.77268
      respectively as at December 31, 2005, 2004 and 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 350,000 stock options granted February 1, 2005,
      exercisable at a price of CAD$0.35 per share and expiring on February 1,
      2010.                                                  

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 February 1, 2005, there were
options granted to acquire 1,200,000 shares of the authorized common stock.

During the fiscal year ended December 31, 2005, Golden Queen
granted the following stock options to the Companys CEO and president:

Name
    Number of
      securities underlying options/ SARs
      granted (#)
    Percent of total
      options/ SARs granted to employees in
      fiscal year
    Exercise or base
      price ($/Sh)
    Expiration DateH. Lutz Klingmann President
    350,000
    29.17%
    USD$0.30 (CAD$0.35)
    February 1, 2010


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Employment Contracts

There are currently no employment contracts in place with the
directors and officers of Golden Queen other than the following: On March 11,
2004, we entered into a management agreement with Lutz Klingmann. Pursuant to
the terms of the agreement, Mr. Klingmann acts as chief operating officer and
has overall management responsibility for our operations. Mr. Klingmann receives
CAD$60 per hour as compensation for his work and also receives CAD$5 per hour
for use of his office, equipment and out-of-pocket expenses. The management
agreement also provides for the issuance of up to 300,000 common shares of
Golden Queen to Mr. Klingmann on attaining of certain milestones.

Director Compensation

Commencing in the year ended December 31, 2005, directors fees
will be paid to each director in the amount of CAD$1,500 for the year ended
December 31, 2005 and CAD$2,000 per year thereafter. The fees in respect of each
year will be paid on December 1 of that year.

Limitation of Liability

Our bylaws provide for the indemnification of officers and
directors to the fullest extent possible under Nevada Law, against expenses
(including attorney's fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of ours. We are also
granted the power, to the maximum extent and in the manner permitted by the
Nevada Revised Statutes, to indemnify each of our employees and agents (other
than directors and officers) against expenses (including attorneys' fees),
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding, arising by reason of the fact that such
person is or was an agent of ours.

Our Articles of Incorporation limit or eliminate the personal
liability of officers directors for damages resulting from breaches of their
fiduciary duty for acts or omissions, except for damages resulting from acts or
omissions which involve intentional misconduct, fraud, knowing violation of the
law, or the payment of dividends in violation of the Nevada Revised
Statutes.

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

The following table sets forth certain information regarding
the beneficial ownership of our common shares as of March 24, 2006 by (a) each
person known by us to be a beneficial owner of more than five percent (5%) of
our issued and outstanding common shares; (b) each of our directors; and (c) all
our directors and officers as a group. Percentage of beneficial ownership is
based on 68,390,446 common shares outstanding of March 24, 2006.

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.

Name and Address of
      Beneficial Owner
    Shares
      Beneficially Owned
    Percentage of
      Shares Beneficially OwnedH. LUTZ KLINGMANN, Director,
      President 6411 Imperial Avenue West Vancouver, BC Canada V7W 2J5
    455,000[1]
    Less than 1%CHESTER SHYNKARYK, Director
      4690 55B Street Delta, BC Canada V4K 3B7
    475,000[1]
    Less than 1%GORDON C. GUTRATH, Director RR 2, Site
      5B, Comp. 4 Chase, BC Canada V0E 1M0
    430,000[1]
    Less than 1%


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Name and Address of
      Beneficial Owner
    Shares
      Beneficially Owned
    Percentage of
      Shares Beneficially OwnedEDWARD G. THOMPSON, Director
      Suite 501, 55 University Street Toronto, Ontario Canada M5J 2H7
    554,500[1]
    Less than 1%LANDON T. CLAY #6000 -
      200 Clarendon Street Boston, MA USA 02116
    14,619,572[2][5]
    20.48%SPROTT ASSET MANAGEMENT INC.
      Royal Bank Plaza South Tower 200 Bay Street, Suite 2750
      Toronto, Ontario Canada M5J 2J2
    14,400,000[3]
    10.53%RAB Special Situations
      (Master) Fund Limited P.O. Box 908 GT Walker House Mary Street
      George Town, Cayman Islands
    4,040,000[4][5]
    5.74%All officers and directors (4) persons
    1,914,500


|(1) | 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: 375,000 shares issuable to Edward G. Thompson; 365,000 shares
      issuable to Chester Shynkaryk; 325,000 shares issuable to Gordon
  C.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Gutrath and 425,000 shares issuable to H. Lutz
      Klingmann.                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Includes 3,000,000 share purchase warrants that are
      currently fully vested but unexercised.                                                                                                                                                                                                                                                                                                                                                               
|(3) | Includes 7,200,000 share purchase warrants that are
      currently fully vested but unexercised.                                                                                                                                                                                                                                                                                                                                                               
|(4) | Includes 2,020,000 share purchase warrants that are
      currently fully vested but unexercised.                                                                                                                                                                                                                                                                                                                                                               
|(5) | Based on information obtained from publicly filed insider
      reports.                                                                                                                                                                                                                                                                                                                                                                                        

Item
12.          Certain Relationships
and Related Transactions

Transactions with management and others

The following is in addition to disclosure contained elsewhere
herein respecting transactions involving management.

On July 8, 2003, one shareholder beneficially holding in excess
of 10% of our voting shares 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 Golden Queen 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 Golden Queen 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 our voting shares purchased 3,000,000 units pursuant to a
private placement by us for an aggregate purchase price of C$1,500,000.

On March 11, 2004, the we entered into a management agreement
with Lutz Klingmann. Pursuant to the terms of the agreement, Mr. Klingmann acts
as chief operating officer and has overall management responsibility for our
operations. Mr. Klingmann receives CAD$60 per hour as compensation for his work
and also receives CAD$5 per hour for use of his office, equipment and
out-of-pocket expenses. The management agreement also provides for the issuance
of up to 300,000 common shares of the Golden Queen to Mr. Klingmann on the
attaining of certain milestones.

Transactions with Promoters

We have not entered into any transactions with promoters.

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Item
14.          Principal Accountant
Fees and Services

The fees for services provided by the Companys auditors in
each of the fiscal years ended 2004 and 2005 were as follows:

Fees
    2004
    2005Audit fees
    24,873
    37,156Audit related fees
    Nil
    NilTax fees
    4,451
    4,771All 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, 2005.

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: April 28, 2006                        | 

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 | April 28, 2006
|H. Lutz Klingmann           |  |                                                       |               
|                            |  |                                                       |               
|                            |  |                                                       |               
|/s/
      Edward Thompson   |  | Chairman of the Board and
      Director              | April 28, 2006
|Edward Thompson             |  |                                                       |               
|                            |  |                                                       |               
|                            |  |                                                       |               
|/s/
      Chester Shynkaryk |  | Director                                              | April 28, 2006
|Chester Shynkaryk           |  |                                                       |               
|                            |  |                                                       |               
|                            |  |                                                       |               
|/s/
      Gordon Gutrath    |  | Director                                              | April 28, 2006
|Gordon Gutrath              |  |                                                       |               

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