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**UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, 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 June 30, 2006

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 small business issuer as specified in its charter)

|Province of British Columbia                         |  | Not Applicable                   
|---------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation)       |  | (IRS Employer Identification No.)
|                                                     |  |                                  
|                                                     |  |                                  
|6411 Imperial Avenue                                
|Vancouver, British Columbia                         
|V7W 2J5 Canada                                      
|(Address of principal executive offices)            
|                                                    
|**(604)
  921-7570**                                
|Issuers telephone number, including area
      code

**N/A**Former name, former address and
former fiscal year, if changed since last report

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 []

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

The number of outstanding shares of the issuers common stock at
August 11, 2006 was 78,120,880 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 QUARTERLYPERIOD ENDED JUNE 30, 2006

TABLE OF CONTENTS

|PART I: Financial Information                                            | Page
|------------------------------------------------------------------------ | ----
|                                                                         |     
|Item
      1: Consolidated Financial Statements                          | 1   
|                                                                         |     
|Item
      2: Managements Discussion and Analysis or Plan of Operations | 1   
|                                                                         |     
|Item
      3: Controls and Procedures                                    | 1   
|                                                                         |     
|Part II: Other Information                                               |     
|                                                                         |     
|Item 4: Submission of Matters to a Vote of Security Holders              | 1   
|                                                                         |     
|Item
      6: Exhibits                                                   | 2   
|                                                                         |     
|SIGNATURES                                                               | 3   

i

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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 Part I 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 Part I filing of managements discussion and analysis or
plan of operations.

PART II

Item 4. Submission of Matters to a Vote of Security
Holders

At the Annual General Meeting of the holders of Common Shares
of the Company held on May 31, 2006, the shareholders voted on the following
matters:

|1. | Fixing Number of Directors. The shareholders
      approved the motion to fix the number of Directors at four
  (4).
|-- | --------------------------------------------------------------------------------------------------------------------

For: 4,800,768Against or Withheld:
0

|2. | Election of Directors.The following nominees were
      elected as directors to serve until the next annual general meeting of the
      shareholders:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                       
|   | H. Lutz Klingmann                                                                                                                                     
|   |                                                                                                                                                       
|   |                                                                                                                                                       
|   | Edward G. Thompson                                                                                                                                    
|   |                                                                                                                                                       
|   |                                                                                                                                                       
|   | Gordon Gutrath                                                                                                                                        
|   |                                                                                                                                                       

1

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| | Chester Shynkaryk
| | -----------------
| |                  

|3. | Appointment of Auditors.The shareholders approved
      the reappointment of BDO Dunwoody as auditor of the Company until the next
      annual general shareholder meeting.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For: 4,800,768Withheld: 0

|4. | Special Resolution: Exercise of Warrant by
      Insider. The shareholders defeated the motion authorize and approve
      the exercise of 3,000,000 amended warrants of the Company held by Landon
      T. Clay at the price of $0.60 per share. A 75% majority is required to
      pass a special resolution.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For: 4,589,406Against: 211,362

Item 6. Exhibits

Exhibits:

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

2

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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: August 14, 2006 |                                                 |                      
|---------------------- | ----------------------------------------------- | ---------------------
|                       | Golden Queen Mining Co. Ltd.                   
|                       |                                                 |                      
|                       | By:                                             | /s/ H. Lutz Klingmann
|                       | H. Lutz Klingmann                              
|                       | President and Principal Financial
      Officer

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