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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

x 
  QUARTERLY REPORT PURUSANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
  ACT OF 1934
  For the quarterly period ended **March 31, 2005**

OR

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

GOLDEN QUEEN MINING CO. LTD.
  (Exact name of registrant as specified in its charter)

|**Province of British Columbia**               | **0-21777**              | **Not Applicable**               
|---------------------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

6411 Imperial Avenue 
  Vancouver, British ColumbiaV7W 2J5 Canada
  (Address of principal executive offices)

Registrant’s telephone number, including area code: (604)
  921-7570

Securities registered pursuant to Section 12(b) of the Act:
  None

Securities registered pursuant to section 12(g) of the Act:
  Common Stock, without par value

Indicate by check mark whether the issuer (1) has filed all
  reports required to be filed by Section 13 or 
  15(d) of the Securities Exchange Act of 1934 during the preceding 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  ̈

The number of outstanding shares of the issuer’s common
  stock at May 13, 2005 was 61,190,446 shares.

Transitional Small Business Disclosure Format:   Yes  ̈   No x

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GOLDEN QUEEN MINING CO. LTD.QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY 
  PERIOD ENDED MARCH 31, 2005



TABLE OF CONTENTS

|                              | Page                                                            
|----------------------------- | ----------------------------------------------------------------
|                              |                                                                 
|PART I: Financial Information |                                                                 
|                              |                                                                 
|Item 1.                       | Consolidated Financial Statements                               
|                              |                                                                 
|Item 2.                       | Management’s Discussion and Analysis
      or Plan of Operations
|                              |                                                                 
|Item 3.                       | Controls and Procedures                                         
|                              |                                                                 
|Part II: Other Information    |                                                                 
|                              |                                                                 
|Item 6.                       | Exhibits and Reports on Form 8-K                                
|                              |                                                                 
|SIGNATURES                    | 2                                                               

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PART I

Item 1. Financial Statements

In accordance with the Securities and Exchange Commission’s
  “Exchange Act Rule 240. 13a-13-c”, and having met all of the conditions
  set forth therein, Golden Queen Mining Co. Ltd. is excluded from the provisions
  which require Part I filing of the quarterly financial statements.

The Company has been in the exploration and development stage
  of its business and has had no reported revenues from operations since inception.

Item 2. Management’s Discussion and Analysis or Plan
  of Operations

In accordance with the Securities and Exchange Commission’s
  “Exchange Act Rule 240.13a -13-c”, and having met all of the conditions
  set forth therein, Golden Queen Mining Co. Ltd. is excluded from the provisions
  which require PartI filing of management’s discussion and analysis
  or plan of operations.

Item 3. Controls and Procedures

In accordance with the Securities and Exchange Commission’s
  “Exchange Act Rule 240.13a -13-c”, and having met all of the conditions
  set forth therein, Golden Queen Mining Co. Ltd. is excluded from the provisions
  which require PartI filing of management’s discussion and analysis
  or plan of operations.

PART II

Item 6. Exhibits

Exhibits.

|31.1 | Rule 13a-14(a)/15d-14(a)
      Certifications
|---- | ---------------------------------------------
|     |                                              
|32.1 | Section 1350 Certifications                  

Form 8-K Reports.

The Company filed no reports on Form 8-K during the first quarter of 2005.

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SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange
  Act of 1934, the registrant caused this report to be signed on its behalf by
  the undersigned, thereunto duly authorized.

|Dated: | May 16, 2005 |                                          
|------ | ------------ | -----------------------------------------
|       |              | Golden Queen Mining Co. Ltd.             
|       |              |                                          
|       |              | By: /s/ H. Lutz Klingmann                
|       |              | H. Lutz Klingmann                        
|       |              | President and Principal Financial Officer

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