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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

x QUARTERLY
  REPORT PURUSANT TO SECTION 13 OR 15 (d) OF THE S
  ECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2004 OR  ̈ TRANSITION REPORT PURSUANT
  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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)
      (IRS Employer Identification No.)
      (Commission File Number)


11847 Gempen StreetMojave, California 93501
  (Address of principal executive offices)

Registrants telephone number, including area code: (661)
  824-1054

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 August 13, 2004 was 60,945,446 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 JUNE 30, 2004

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              | 2   
|Item 6:    | Exhibits and Reports on Form 8-K                                 | 2   
|           |                                                                  |     
|SIGNATURES | 3                                                               

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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 Company is excluded from the provisions
  which require PartI 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 Company 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 Company is excluded from the provisions
  which require Part I filing of managements discussion and analysis
  or plan of operations.

[The balance of this page has been intentionally left blank]

1

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PART II

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

There were no matters submitted to a vote of security holders during the second quarter of 2004.

Item 6. Exhibits and Reports on Form 8-K.

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 second quarter of 2004.

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 13, 2004 |                                          
|---------------------- | -----------------------------------------
|                       | Golden Queen Mining Co. Ltd.             
|                       |                                          
|                       | By: /s/ H. Lutz Klingmann                
|                       | H. Lutz Klingmann                        
|                       | President and Principal Financial Officer

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