FORM 10-QSB


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1999
                                       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     (Commission File Number)     (IRS Employer
      of incorporation)                                      Identification No.)

                          104 South Freya, Suite 211-A
                               Green Flag Building
                            Spokane, Washington 99202
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (509) 535-4022

        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 June 30, 1999
was 34,796,641 shares.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]


<PAGE>


                          GOLDEN QUEEN MINING CO. LTD.
                QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY
                           PERIOD ENDED JUNE 30, 1999


                                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 . 12


Part II:  Other Information

       Item 4:  Submission of Matters to a Vote of Security Holders ........ 15
       Item 6:  Exhibits and Reports on Form 8-K ........................... 16

SIGNATURES ................................................................. 17

EXHIBIT NO. 27 ............................................................. 18

                                       i
<PAGE>

                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


The unaudited  consolidated  financial statements of the Company for the periods
covered by this report are set forth at pages 2 through 10.






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                                       1
<PAGE>

<TABLE>
<CAPTION>
                          GOLDEN QUEEN MINING CO. LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                 (U.S. DOLLARS)



                                                     June 30, 1999  December 31, 1998
                                                      (unaudited)       (audited)
                                                     -------------  -----------------
<S>                                                   <C>             <C>
Assets
  Current assets:
   Cash and cash equivalents                          $  1,674,720    $  1,197,029
   Receivables                                              33,298          12,692
   Prepaid expenses and other current assets                64,091          72,942
                                                      ------------    ------------

   Total current assets                                  1,772,109       1,282,663

   Property and equipment, net                           1,053,028       1,090,536
   Mineral properties                                   25,280,999      24,148,316
   Other assets (Note 2)                                 1,000,702         921,576
                                                      ------------    ------------

                                                      $ 29,106,838    $ 27,443,091
                                                      ============    ============

Liabilities and Shareholders' Equity

  Current liabilities:
   Accounts payable                                   $    224,544    $     87,201
   Accrued liabilities                                      27,656          43,948
   Current maturities of long-term debt                     34,079          51,686
                                                      ------------    ------------

  Total current liabilities                                286,279         182,835

  Long-term debt, less current maturities                  790,272         807,750
                                                      ------------    ------------

  Total liabilities                                      1,076,551         990,585
                                                      ------------    ------------

  Commitments and contingencies

Shareholders' equity:
  Preferred shares, no par, 3,000,000 shares
   authorized; no shares outstanding                            --              --
  Common shares, no par, 100,000,000 shares
   authorized; 34,796,641 shares issued and
   outstanding (Note 3)                                 34,168,458      30,805,074
  Receivable from sale of special warrants (Note 3)     (1,340,366)             --
  Deficit accumulated during the development stage      (4,797,805)     (4,352,568)
                                                      ------------    ------------

  Total shareholders' equity                            28,030,287      26,452,506
                                                      ------------    ------------

                                                      $ 29,106,838    $ 27,443,091
                                                      ============    ============
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                    GOLDEN QUEEN MINING CO. LTD.
                                   (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENTS OF LOSS
                                           (U.S. DOLLARS)

                                            (UNAUDITED)


                                                                                       Cumulative
                                                                                       Amounts From
                                                                                        Date of
                                                                                        Inception
                           Three Month    Three Month    Six Month      Six Month     (November 21,
                          Period Ended   Period Ended   Period Ended   Period Ended   1985) through
                          June 30, 1999  June 30, 1998  June 30, 1999  June 30, 1998  June 30, 1999
---------------------------------------------------------------------------------------------------
<S>                        <C>            <C>            <C>            <C>            <C>
General and
  administrative expense   $   136,346    $   264,904    $   367,657    $   488,707    $ 4,606,519
Interest expense                    --             --             --         20,583        323,485
Interest income                (26,049)       (15,400)       (35,230)       (24,447)      (975,600)
Other expense
  (income), net                 (2,753)         4,770          3,084          8,407         44,359
Abandoned mineral
  properties                        --             --             --             --        277,251
                           -----------    -----------    -----------    -----------    -----------

Net loss                   $  (107,544)   $  (254,274)   $  (335,511)      (493,250)   $(4,276,014)
                           ===========    ===========    ===========    ===========    ===========

Net loss per share         $     (0.00)   $     (0.01)         (0.01)         (0.02)
                           ===========    ===========    ===========    ===========

Weighted average
  shares outstanding        34,796,641     32,388,816     34,796,641     29,484,985
                           ===========    ===========    ===========    ===========
</TABLE>

                                                 3
<PAGE>
<TABLE>
<CAPTION>

                                    GOLDEN QUEEN MINING CO. LTD.
                                    (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                           (U.S. DOLLARS)

                                             (UNAUDITED)

                                                                          Deficit
   From the Date of Inception                               Receivable  Accumulated
      (November 21, 1985)                                   From Sale   During the       Total
            through               Common                    Of Special  Development    Shareholders'
         June 30, 1999            Shares        Amount      Warrants       Stage         Equity
---------------------------------------------------------------------------------------------------
<S>                               <C>         <C>           <C>         <C>            <C>
November 21, 1985
Issuance of common
  shares for cash                 1,425,001   $   141,313   $      --   $        --    $   141,313

Net loss for the year                    --            --          --       (15,032)       (15,032)
                                ------------------------------------------------------------------
Balance, May 31, 1986             1,425,001       141,313          --       (15,032)       126,281

Issuance of common
  shares for cash                   550,000       256,971          --            --        256,971

Issuance of common
  shares for mineral property        25,000        13,742          --            --         13,742

Net loss for the year                    --            --          --       (58,907)       (58,907)
                                ------------------------------------------------------------------
Balance, May 31, 1987             2,000,001       412,026          --       (73,939)       338,087

Issuance of common
  shares for cash                 1,858,748     1,753,413          --            --      1,753,413

Net income for the year                  --            --          --        38,739         38,739
                                ------------------------------------------------------------------
Balance, May 31, 1988             3,858,749     2,165,439          --       (35,200)     2,130,239

Issuance of common
  shares for cash                 1,328,750     1,814,133          --            --      1,814,133

Issuance of common
  shares for mineral property       100,000       227,819          --            --        227,819

Net loss for the year                    --            --          --      (202,160)      (202,160)
                                ------------------------------------------------------------------
Balance, May 31, 1989             5,287,499     4,207,391          --      (237,360)     3,970,031

Issuance of common
  shares for cash                 1,769,767     2,771,815          --            --      2,771,815

Issuance of common
  shares for mineral property         8,875        14,855          --            --         14,855

Net loss for the year                    --            --          --      (115,966)      (115,966)
                                ------------------------------------------------------------------
Balance, May 31, 1990             7,066,141     6,994,061          --      (353,326)     6,640,735

Net income for the year                  --            --          --        28,706         28,706
                                ------------------------------------------------------------------
Balance, May 31, 1991             7,066,141     6,994,061          --      (324,620)     6,669,441

Net loss for the year                    --            --          --      (157,931)      (157,931)
                                ------------------------------------------------------------------
Balance, May 31, 1992             7,066,141     6,994,061          --      (482,551)     6,511,510
</TABLE>

                                                 4
<PAGE>
<TABLE>
<CAPTION>

                                     GOLDEN QUEEN MINING CO. LTD.
                                    (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                            (U.S. DOLLARS)

                                             (UNAUDITED)


                                                                            Deficit
 From the Date of Inception                                  Receivable   Accumulated
   (November 21, 1985)                                        From Sale   During the       Total
        through                     Common                   Of Special   Development   Shareholders'
      June 30, 1999                 Shares         Amount     Warrants       Stage         Equity
------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>        <C>            <C>              <C>
Net loss for the year                      --            --          --     (285,391)         (285,391)
                                  --------------------------------------------------------------------
Balance, May 31, 1993               7,066,141     6,994,061          --     (767,942)        6,226,119

Issuance of common
  shares for cash                   5,834,491     1,536,260          --           --         1,536,260
Share issue costs                          --            --          --      (18,160)          (18,160)
Issuance of common
  shares for mineral property         128,493        23,795                       --                --
                                                                                                23,795
Net loss for the year                      --            --          --     (158,193)         (158,193)
                                  --------------------------------------------------------------------
Balance, May 31, 1994              13,029,125     8,554,116          --     (944,295)        7,609,821

Issuance of common
  shares for cash                     648,900       182,866          --           --           182,866
Net loss for the year                      --            --          --     (219,576)         (219,576)
                                  --------------------------------------------------------------------
Balance, May 31, 1995              13,678,025     8,736,982          --   (1,163,871)        7,573,111

Issuance of common
  shares for cash                   2,349,160     2,023,268          --           --         2,023,268
Issuance of common
  shares for debt                     506,215       662,282          --           --           662,282
Issuance of 5,500,000
  special warrants                         --     9,453,437          --           --         9,453,437
Special warrants issue
  cost                                     --            --          --     (100,726)         (100,726)
Net loss for the year                      --            --          --     (426,380)         (426,380)
                                  --------------------------------------------------------------------
Balance, May 31, 1996              16,533,400    20,875,969          --   (1,690,977)       19,184,992

Issuance of common
  shares for cash                      18,000        10,060                       --                --
                                                                                                10,060
Issuance of common
  shares for special
  warrants                          5,500,000            --                       --                --
Special warrants issue
  cost                                     --            --          --     (123,806)         (123,806)
Net loss for the period                    --            --          --     (348,948)         (348,948)
                                  --------------------------------------------------------------------
Balance, December 31, 1996         22,051,400    20,886,029          --   (2,163,731)       18,722,298
</TABLE>

                                                  5
<PAGE>

<TABLE>
<CAPTION>
                                          GOLDEN QUEEN MINING CO. LTD.
                                         (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                 (U.S. DOLLARS)

                                                  (UNAUDITED)

                                                                                   Deficit
 From the Date of Inception                                        Receivable     Accumulated
   (November 21, 1985)                                              From Sale     During the          Total
         through                       Common                       Of Special    Development     Shareholders'
      June 30, 1999                    Shares         Amount         Warrants        Stage            Equity
---------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>                 <C>     <C>                <C>
Issuance of common
  shares for cash                       157,000        157,050             --              --         157,050
Issuance of 3,500,000
  special warrants                           --      5,287,315             --              --       5,287,315
Issuance of common
  shares for special warrants         3,500,000             --             --              --              --
Options to non-
  employee directors                         --         70,200             --              --          70,200
Special warrants issue cost                  --             --             --        (163,313)       (163,313)
Net loss for the year                        --             --             --      (1,047,869)     (1,047,869)
                                   --------------------------------------------------------------------------
Balance, December 31, 1997           25,708,400     26,400,594             --      (3,374,913)     23,025,681

Issuance of common
  shares upon exercise
  of warrants                         1,834,300        857,283             --              --         857,283
Issuance of common
  shares through
  conversion of debt                  2,017,941      1,000,000             --              --       1,000,000
Share issuance cost                          --             --             --          (6,060)         (6,060)
Issuance of common
  shares for cash                     5,236,000      2,439,753             --              --       2,439,753
Options and re-priced
  options to non-
  employee directors                         --        107,444             --              --         107,444
Net loss for the year                        --             --             --        (971,595)       (971,595)
                                   --------------------------------------------------------------------------
Balance, December 31, 1998           34,796,641     30,805,074             --      (4,352,568)     26,452,506

Options to non-
  employee directors                         --         12,469             --              --          12,469
Issuance of 13,250,000
  special warrants (Note 3)                  --      3,350,915     (1,340,366)             --       2,010,549
Special warrants issue cost                  --             --             --        (109,726)       (109,726)
Net loss for the period                      --             --             --        (335,511)       (335,511)
                                   --------------------------------------------------------------------------
Balance, June 30, 1999               34,796,641   $ 34,168,458   $ (1,340,366)   $ (4,797,805)   $ 28,030,287
                                   ==========================================================================
</TABLE>

                                                       6
<PAGE>

<TABLE>
<CAPTION>
                              GOLDEN QUEEN MINING CO. LTD.
                              (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED STATEMENTS OF CASH FLOW
                                     (U.S. DOLLARS)

                                       (UNAUDITED)


                    Increase (Decrease) in Cash and Cash Equivalents

                                                                     Cumulative Amounts
                                                                       From Date of
                                   Six Month Period Six Month Period Inception (November
                                         Ended           Ended        21, 1985) through
                                     June 30, 1999   June 30, 1998     June 30, 1999
                                   ---------------- ---------------- -------------------
<S>                                  <C>             <C>                <C>
Operating activities:
Net loss                             $   (335,511)   $   (493,250)      $ (4,276,014)
Adjustments to reconcile net
  loss to cash used in operating
  activities:
  Abandoned mineral properties                 --              --            277,251
  Amortization and depreciation            41,420          42,954            237,261
  Loss on disposition of property
   and equipment                            1,216              --             12,155
Options to directors                       12,469          27,434            190,113

Changes in assets and liabilities:
  Receivables                             (20,606)         (1,008)           (33,298)
  Prepaid expenses and other
   current assets                           8,851          22,697            (64,081)
  Accounts payable and accrued
   liabilities                            121,051        (373,586)           252,200
                                     ------------    ------------       ------------

Cash used in operating activities        (171,110)       (774,759)        (3,404,413)
                                     ------------    ------------       ------------

Investment activities:
  Deferred exploration and
   development expenditures              (861,715)       (992,026)       (20,492,990)
  Deposits on mineral properties          (79,126)         (5,434)        (1,000,702)
  Purchase of mineral properties         (270,968)       (194,744)        (4,935,049)
  Purchase of property and
   equipment                               (5,128)         (6,416)        (1,310,946)
  Proceeds from sale of property
   and equipment                               --              --              8,492
                                     ------------    ------------       ------------

Cash used in investment
  activities                           (1,216,937)     (1,198,620)       (27,731,195)
                                     ------------    ------------       ------------

Financing activities:
Borrowing under long-term debt                 --              --          3,766,502
Payment of long-term debt                 (35,085)        (21,945)        (1,129,869)
</TABLE>

                                           7
<PAGE>

<TABLE>
<CAPTION>
                                   GOLDEN QUEEN MINING CO. LTD.
                                   (A DEVELOPMENT STAGE COMPANY)
                               CONSOLIDATED STATEMENTS OF CASH FLOW
                                          (U.S. DOLLARS)

                                            (UNAUDITED)


                         Increase (Decrease) in Cash and Cash Equivalents

                                                                                  Cumulative Amounts
                                                                                   From Date of
                                             Six Month Period Six Month Period  Inception (November 21,
                                                  Ended           Ended            1985) through
                                              June 30, 1999    June 30, 1998       June 30 1999
                                             ---------------- ----------------  -----------------------
<S>                                                <C>               <C>              <C>
Issuance of common stock for
  cash                                                   --       2,439,753         13,086,902
Share issuance costs                               (109,726)         (3,519)          (521,791)
Net cash received from issuance
  of special warrants                             2,010,549              --         16,751,301
Issuance of common shares upon
  exercise of warrants                                   --         857,283            857,283
                                               ------------    ------------       ------------
Cash provided by financing
  activities                                      1,865,738       3,271,572         32,810,328
                                               ------------    ------------       ------------

Net change in cash and cash
  equivalents                                       477,691       1,298,193          1,674,720

Cash and cash equivalents,
  beginning balance                               1,197,029       1,127,234                 --
                                               ------------    ------------       ------------

Cash and cash equivalents,
  ending balance                               $  1,674,720    $  2,425,427       $  1,674,720
                                               ============    ============       ============

Supplemental disclosures of cash
  flow information:

Cash paid during period for:
  Interest                                     $     37,166    $     88,967       $    712,343
  Income taxes                                 $         --    $         --       $         --

Non-cash financing and investing activities:
  Exchange of notes for common
   shares                                      $         --    $  1,000,000       $  1,662,282
  Exchange of note for future
   royalty payments                            $         --    $         --       $    150,000
  Shares for mineral property                  $         --    $         --       $    280,211
  Mineral property acquired
   through the issuance of long-
   term debt                                   $         --    $         --       $  1,084,833
</TABLE>

                                                8
<PAGE>


                          GOLDEN QUEEN MINING CO. LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                   (UNAUDITED)


Note 1:  Significant Accounting Policies

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and the instructions to Form 10-QSB. Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles for complete  financial  statements.  These  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements  and related notes thereto  included in the Company's 1998
annual report on Form 10-KSB.  In the opinion of  management,  all  adjustments,
consisting only of normal recurring  accruals,  considered  necessary for a fair
presentation  have been  included.  Operating  results for the six-month  period
ended June 30, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ending December 31, 1999.

Note 2:  Other Assets

On April 1, 1995, the Company  acquired,  through its  subsidiary,  Golden Queen
Mining Company, Inc. (the "Subsidiary"), an option to purchase all of the issued
and  outstanding  shares of a privately held California  corporation  holding an
interest in a  previously  uncontracted  tract of land  located near the Soledad
site.  The option  called for an initial  non-refundable  payment of $100,000 in
exchange  for access to the property for a period of nine months to evaluate the
presence of mineral reserves.  At the end of the nine month period,  the Company
chose to exercise its option to purchase the shares of the corporation by making
the initial purchase payment of $250,000.  This was followed by a second payment
of  $500,000  on July 1, 1997.  An  additional  $750,000  was due upon  reaching
sustained  production or July 1, 1999,  whichever came first. The Company has no
legal  obligation to continue  making payment and cannot perfect its rights as a
shareholder of the corporation until full payment under the option is made. Upon
commencement of commercial  production,  the Company will pay a royalty of 1% of
gross smelter returns for a period of up to 60 years, not to exceed $60,000,000.
In June 1999, the Subsidiary and Karma Wegmann  Corporation  shareholders signed
an amendment to the original stock purchase  agreement.  The amendment  provides
that if the full purchase  price of $1,600,000 was not made on or before July 1,
1999, all rights of the Subsidiary to purchase the stock would terminate  unless
the Subsidiary paid $75,000,  which would extend the termination date to July 1,
2000. If on or before July 1, 2000, the Subsidiary  pays an additional  $75,000,
the termination date will be extended to July 1, 2001. These additional payments
do not apply to the balance of the $1,600,000  purchase price. In addition,  the
amendment provides for the payment of the balance of the purchase price upon the
earlier of a  determination  of sustained  production or the  termination  date,
which may be extended  to July 1, 2000 or July 1, 2001.  On June 30,  1999,  the
Subsidiary made the required  payment to extend the termination  date to July 1,
2000.

Note 3:  Share Capital

On January 19, 1999,  additional  stock  options to purchase up to 75,000 shares
were granted to a  non-employee  director.  The options are  exercisable  at the
price of C$0.50 per share and expire on January 19, 2004.

On March 15, 1999, in  connection  with a private  placement the Company  issued
13,250,000  special warrants,  exchangeable into common shares of the Company at
no  additional  cost at C$0.40 per warrant for gross  proceeds of  approximately
$3,472,500   (C$5,300,000).   At  closing,   the  Company  paid  agent  fees  of
approximately $121,730 (C$185,500) and issued to the agent an option exercisable
for broker warrants to purchase up to an aggregate of 463,750 common shares at a
conversion  price of C$0.60 for a two year period  following  the  closing.  The
Company received  approximately $670,183 (C$1,022,900) on March 15, 1999 and the
remaining  funds  totaling  $2,680,732  (C$4,091,600)  were  placed  in  escrow.
One-half of the escrowed  funds were  released to the Company  upon

                                       9
<PAGE>


shareholder approval at the May 5, 1999 Annual and Extraordinary General Meeting
and the remaining  escrowed  funds were released to the Company on July 13, 1999
when receipts for a final prospectus  related to the offering were obtained from
relevant  Canadian  securities  regulatory  authorities.  On July 20,  1999,  an
aggregate of 13,250,000 Common Shares were issued on the exercise of the special
warrants.






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                                       10
<PAGE>


                          GOLDEN QUEEN MINING CO. LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)


                            FORWARD LOOKING STATEMENT


This report contains both historical and prospective  statements  concerning the
Company and its operations.  Historical statements are based on events that have
already happened; examples include the reported financial and operating results,
descriptions  of  pending  and  completed   transactions,   and  management  and
compensation matters.  Prospective  statements,  on the other hand, are based on
events that are reasonably  expected to happen in the future;  examples  include
the timing of projected  operations,  the likely  effect or  resolution of known
contingencies or other foreseeable events, and projected operating results.

Prospective  statements (which are known as  "forward-looking  statements" under
the Private Securities  Litigation Reform Act of 1995) may or may not prove true
with the passage of time  because of future risks and  uncertainties.  The risks
and  uncertainties  associated  with  prospective  statements  contained in this
report include, among others, the following:

THE LIKELIHOOD OF CONTINUED LOSSES FROM  OPERATIONS.  The Company has no revenue
from mining  operations and has incurred losses from inception  through June 30,
1999 of approximately  $4,276,000.  It is anticipated that additional  financing
will be required in the first half of 2000 for continued operations.  This trend
is  expected  to  continue  for at least the next two years and is  expected  to
reverse only if, as and when gold is produced from the Soledad Mountain Project.

THE NEED FOR SIGNIFICANT  ADDITIONAL FINANCING.  The Company anticipates that it
will need approximately  $77,600,000 in additional  financing to put the Soledad
Mountain  Project into production;  an anticipated  $66,300,000 will be used for
capital  expenditures with an estimated  thirteen-month  construction period and
$11,300,000 will be used as working capital and for start-up  expenditures.  The
Company expects to finance  development  from additional  sales of common stock,
from bank or other borrowings or, alternatively,  through joint development with
another mining company.  However, it has no commitment for bank financing or for
the underwriting of additional  stock, and it is not a party to any agreement or
arrangement  providing  for  joint  development.  Whether  and  to  what  extent
financing can be obtained  will depend on a number of factors,  not the least of
which is the price of gold.  Gold prices  fluctuate  widely and are  affected by
numerous factors beyond the Company's control,  such as inflation,  the strength
of the United States dollar and foreign currencies,  global and regional demand,
and the political  and economic  conditions  of major gold  producing  countries
throughout the world. As of June 30, 1999, world gold prices were  approximately
$263 per ounce, a reduction of approximately 12% from prices a year ago. If gold
prices do not  strengthen,  it may not be economical  for the Company to put the
Soledad Mountain Project into production.

RISKS AND  CONTINGENCIES  ASSOCIATED  WITH THE MINING  INDUSTRY  GENERALLY.  The
Company  is  subject  to all of  the  risks  inherent  in the  mining  industry,
including environmental risks, fluctuating metals prices,  industrial accidents,
labor disputes,  unusual or unexpected geologic formations,  cave-ins,  flooding
and periodic interruptions due to inclement weather. These risks could result in
damage to, or  destruction  of, mineral  properties  and production  facilities,
personal  injury,  environmental  damage,  delays,  monetary  losses  and  legal
liability.  The Company is also subject to the uncertainty  about its ability to
identify and address all Year 2000 issues. Although the Company maintains or can
be expected to maintain  insurance  within  ranges of coverage  consistent  with
industry  practice,  no  assurance  can be given  that  such  insurance  will be
available at economically  feasible  premiums.  Insurance against  environmental
risks (including pollution or other hazards resulting from the disposal of waste
products generated from exploration and production  activities) is not generally
available  to the Company or other  companies in the mining  industry.  Were the
Company subjected to environmental liabilities,  the payment of such liabilities
would reduce the funds available to the

                                       11
<PAGE>


Company.  Were  the  Company  unable  to fund  fully  the cost of  remedying  an
environmental  problem, it might be required to suspend operations or enter into
interim compliance measures pending completion of remedial activities.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

RESULTS OF OPERATIONS.

OVERVIEW.  During the periods  indicated in the discussion  which  follows,  the
Company has been in the  exploration  stage of its  business and  therefore  has
earned no  revenue  from its  operations.  Variations  in the level of  expenses
between  periods  have been as a result of the  nature,  timing  and cost of the
activities  undertaken  in the  various  periods.  Financing  of  the  continued
exploration  of the  Soledad  Mountain  Project  during  such  periods  has been
obtained  through  the  sale  of  shares  of  common  stock  of the  Company  in
predominantly offshore transactions and through borrowings.

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998.
------------------------------------------------------------------------------

General and  administrative  expenses decreased to $136,000 for the three months
ended June 30, 1999,  from  $265,000 for the  three-month  period ended June 30,
1998.  The  decrease  is  primarily  due to  lower  consulting  fees,  reporting
expenditures and foreign exchange gains.

Interest  income was  approximately  $26,000 for the three months ended June 30,
1999, and $15,000 for the three-month  period ended June 30, 1998 resulting from
a higher balance of invested  funds. As a result of the foregoing  factors,  the
Company  incurred a net loss of  $108,000  for the three  months  ended June 30,
1999,  versus a net loss of $254,000 for the  three-month  period ended June 30,
1998.

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
-------------------------------------------------------------------------

General and  administrative  expenses decreased to $368,000 for the three months
ended June 30, 1999,  from  $489,000 for the  three-month  period ended June 30,
1998. The decrease is primarily due to lower  expenditures  for consulting fees,
reporting expenses and foreign exchange gains.

No  interest  expense  was  recognized  for the six months  ended June 30,  1999
compared to interest  expense of $21,000 for the six-month period ended June 30,
1998, as a result of the conversion of convertible debentures into common shares
in March 1998. Interest incurred on debt relating to the Company's investment in
the Soledad Mountain Project is capitalized as part of mineral properties.

Interest  income was  approximately  $35,000  for the six months  ended June 30,
1999,  and $24,000 for the six-month  period ended June 30, 1998. As a result of
the foregoing  factors,  the Company incurred a net loss of $336,000 for the six
months  ended June 30,  1999,  versus a net loss of $493,000  for the  six-month
period ended June 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES.

GENERAL.  The Company  acquired the Soledad Mountain Project in 1986. Since then
it has  solidified its land position,  conducted  several  drilling and sampling
programs  to  delineate  ore  reserves,  and taken  steps to secure  permits and
approvals needed for production activities. The Company previously reported that
it expected  to begin  producing  gold and silver  from the  project  during the
second half of 1998, once  permitting was completed.  Because of the downturn in
world gold prices during the second half of 1997,  however,  the Company has not
been able to obtain  financing for  construction.  As a consequence,  production
will be delayed until construction financing can be raised.

The Company has had no reported revenues from operations since inception, and is
in the  exploration  or  development  stage.  During the period  from  inception
through June 30,  1999,  the Company used  $3,404,000  in operating  activities,
primarily as the result of cumulative  losses of $4,276,000 for the same period.
During the same period,  the Company used  $27,731,000 in investing  activities;
these consisted of $26,429,000 in expenditures related

                                       12
<PAGE>


to the Soledad Mountain  Project and fixed asset purchases of $1,311,000.  These
operating and investing activities were financed by net borrowings of $2,637,000
under various long-term debt  arrangements,  and from the sale of $29,316,000 of
equity securities.

At June 30, 1999, the Company held $1,674,700 in cash and cash equivalents and a
receivable  in the amount of  $1,340,366  from the sale of special  warrants  in
March  1999.  As is  discussed  below under the  heading  "Plan of  Operations",
significant  additional funds will be needed to put the Soledad Mountain Project
into  production.  These  funds are  expected to come from  additional  sales of
common stock and from bank or other borrowings.  Alternatively,  the Company may
decide to enter  into a joint  development  or other  similar  arrangement  with
another  mining  company to develop the  project.  The  Company  does not have a
commitment for bank financing or for the  underwriting  of additional  shares of
its common stock,  and is not a party to any agreement or arrangement  providing
for the joint development of the Soledad Mountain  Project.  Whether and to what
extent  additional or alternative  financing  options are pursued by the Company
will depend on a number of important  factors,  including the results of further
development activities at the Soledad Mountain Project,  management's assessment
of the financial  markets,  the overall capital  requirements for development of
the  project,  and the  price of gold.  Gold  prices  fluctuate  widely  and are
affected by numerous  factors beyond the Company's  control,  such as inflation,
the  strength of the United  States  dollar and foreign  currencies,  global and
regional  demand,  and the  political  and  economic  conditions  of major  gold
producing countries throughout the world. As of June 30, 1999, world gold prices
were  approximately $263 per ounce, a reduction of approximately 12% from prices
a year ago, and a reduction of approximately  21% from prices two years ago. The
project  may not be  economical  at  current  world  gold  prices and may not be
economical until prices strengthen.


PLAN OF OPERATIONS.

PROPOSED ACTIVITIES AND ESTIMATED COSTS. The Company has substantially completed
exploration of the Soledad  Mountain  Project and intends to develop the project
as an open pit gold and silver  mine  employing  a cyanide  heap leach  recovery
system.  Development  plans  include  the  construction  of  infrastructure  and
processing facilities, mining by open pit methods and processing precious metals
ores at a rate of up to 5.76 million  tonnes (6.35 million tons) per year for at
least nine years.  Concurrent heap detoxification will be employed,  followed by
reclamation of the project site.

The initial  capital costs of bringing the project into production are estimated
to be  $77,600,000;  these  include  costs  associated  with the purchase of all
necessary facilities and equipment,  construction costs, start-up costs, working
capital  and  contingency  costs over a  projected  thirteen-month  construction
period.  The Company  presently  cannot secure the financing needed to bring the
project  into  production,  and will not be able to do so unless gold prices and
the conditions in the gold equity markets improve. Based on current project cost
information,  the  Company  believes  world  gold  prices  would have to achieve
sustained  levels of $325 per ounce or better  before  such  financing  could be
obtained.  The Company  believes it is well  positioned to obtain this financing
when market conditions improve.

The Company estimates that total average operating costs will be $6.03 per tonne
($5.47 per ton) of ore processed,  based on a stripping ratio of 4.1 to 1. These
operating  costs  consist  of mining  costs of $3.74 per tonne  ($3.39 per ton),
processing   costs  of  $1.73  per  tonne   ($1.57  per  ton)  and  general  and
administrative  costs of $0.56  per tonne  ($0.51  per ton).  The  Company  also
estimates  that average  annual  production  rates of 130,000 ounces of gold and
1,500,000  ounces of silver can be  maintained  for at least nine  years,  at an
average cash cost  (consisting of operating and royalty costs) of $176 per ounce
of gold, net of silver credits.

These  development plans are based on a February 1998 feasibility study that was
updated by the Company in December  1998.  The early 1998 study was prepared for
the Company by M3  Engineering  and  Technology  Corporation  incorporating  the
results of the Company's 1997 drilling program.  The updated study also included
the results of the 1998 program.  The study was  commissioned  by the Company to
obtain project financing,  and to provide basic project engineering information.
Ore reserve estimates and mine design features  incorporated into the study were
prepared by Mine Reserves Associates,  in collaboration with the Company;  basic
engineering   information  was  prepared  by  Bateman  Engineering,   Inc.,  and
supplemented by M3 Engineering and Technology. The total cost of the feasibility
study was $1,549,618.

                                       13
<PAGE>


The Company is currently  evaluating the production and sale of aggregates  from
the Soledad  Mountain  Project.  The Company believes waste rock and leached ore
have several construction-related applications, and that the project's proximity
to major north-south and east-west railroad lines enhances the potential of such
a business.  Neither  the  feasibility  studies  referred to above nor any other
revenue  and cost  figures  contained  in this report  take such  business  into
account.

Phase 1 of the work  program,  consisting  of  approximately  12,000  meters  of
drilling,  is expected to be  completed  and the results  available in September
1999. In light of present market  conditions,  the Company  intends to delay the
commencement of the second phase of the program until there is a significant and
sustained  improvement  in gold prices.  In the interim,  a resource and reserve
audit will be  completed  and the  Company's  feasibility  study will be updated
internally to advance the status of the Project.  The Company will also complete
a materials  testing program to continue its assessment of the potential for the
development of a by-product  aggregates  business at the Project.  Given current
gold prices,  there can be no  assurance  that the Company will be able to raise
further  development  funds  and  consequently  may be  required  to  delay  the
development activities on the Project indefinitely.

To reduce costs and consolidate administrative functions, the head office of the
Company  will be  relocated  from  Spokane,  Washington  to the project  site in
Mojave,  California  effective September 1. The Company will continue to seek to
maximize  shareholder value by conserving cash while maintaining its interest in
the Project for development  under improved market  conditions.  To achieve this
objective,  the Company will continue to review various potential  alternatives,
including mergers or strategic alliances and reduced staffing levels.


PERMITTING.

All permitting  requirements  for the Soledad Mountain Project were completed in
late 1997.  Pending  the  procurement  of project  financing,  the  Company  can
commence construction of surface infrastructure and processing facilities,  and,
following  that,  can begin  commercial  production  of gold and silver from the
project.


YEAR 2000.

The "Year 2000" issue is the result of computer  systems that were programmed in
prior years using a two digit representation for the year. Consequently,  in the
Year 2000, date sensitive  computer programs may interpret the date "00" as 1900
rather than 2000 causing  varied and  uncertain  results.  The Company is in the
process of reviewing its business and  processing  systems and believes that the
majority  of its  systems are already  year 2000  compliant.  At this time,  the
internal exposure of the Company to the year 2000 problem,  due to the nature of
its  development  stage  activities  is  limited  to the  use of  computers  for
accounting, computer aided design, and general office and clerical applications.
As of June 30, 1999,  the Company has incurred less than $5,000 of costs related
to year  2000  issues.  Management  believes  that  the cost of  completing  its
investigation  and remediation  activities in regard to the year 2000 issue will
not exceed $25,000.

The Company has  initiated  formal  communications  with all of its  significant
suppliers and vendors,  including site utility providers and project contractors
to  determine  the extent to which the  Company's  systems  and  activities  are
vulnerable  to those third  parties'  failure to  remediate  their own Year 2000
issues.  While the  Company  believes  that the Year 2000  issue will not have a
material  adverse  effect on the  Company's  financial  position,  liquidity  or
results of operations, there is no guarantee that the systems of other companies
on which the Company's  systems rely will be timely converted and would not have
an adverse effect on the Company's systems.





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                                       14
<PAGE>


                                     PART II



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual General and Extraordinary  Meeting of the holders of Common Shares
of the Company  held on May 5, 1999,  the  shareholders  voted on the  following
matters:

1.       ELECTION OF DIRECTORS. The following nominees were elected as directors
         to serve until the next annual general meeting of the shareholders:

         Steven W. Banning

              For:  8,090,657
              Against or Withheld:  1,300
              Brokers' Abstention of Non-Votes:  6,801

         Gordon Gutrath

              For:  8,089,657
              Against or Withheld:  2,300
              Brokers' Abstention of Non-Votes:  6,801

         Jerrold W. Schramm

              For:  8,090,657
              Against or Withheld:  1,300
              Brokers' Abstention of Non-Votes:  6,801

         Chester Shynkaryk

              For:  8,089,657
              Against or Withheld:  2,300
              Brokers' Abstention of Non-Votes:  6,801

         Edward G. Thompson

              For:  8,089,657
              Against or Withheld:  2,300
              Brokers' Abstention of Non-Votes:  6,801

                                       15
<PAGE>


2.       APPOINTMENT OF AUDITORS. The shareholders approved the reappointment of
         BDO  Dunwoody as auditor of the Company  until the next annual  general
         shareholder   meeting  and   authorized   the   directors  to  fix  the
         remuneration to be paid the auditors.

              For:  8,074,073
              Against or Withheld:  2,583
              Brokers' Abstention or Non-Votes:  22,102

3.       APPROVAL  OF PRIVATE  PLACEMENT  OF SPECIAL  WARRANTS  AND  ISSUANCE OF
         BROKER  WARRANTS:   The  shareholders   approved  a  private  placement
         involving the issuance and sale of an aggregate of  13,250,000  special
         warrants, each exercisable for one Common Share of the Company, and the
         issuance of warrants  to  purchase up to 463,750  Common  Shares of the
         Company to the Agent, Dundee Securities Corporation.

              For:  6,317,176
              Against or Withheld:  55,656
              Brokers' Abstention or Non-Votes:  58,700

4.       ADVANCE  SHAREHOLDER  APPROVAL OF THE ISSUANCE OF A NUMBER OF SHARES BY
         PRIVATE  PLACEMENT  THAT  EXCEED  25% OF  THE  COMPANY'S  ISSUED  SHARE
         CAPITAL.  The shareholders  approved the future issuance by the Company
         of up to  2,000,000  Common  Shares  on a  private  placement  basis in
         payment of certain  required  land  payments  relating to the Company's
         Soledad Mountain Project.

              For:  4,275,118
              Against or Withheld:  32,902
              Brokers' Abstention or Non-Votes:  30,900

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS.  A financial  data schedule is filed as exhibit no. 27 to this report.
No other exhibits are filed as part of this report.

FORM 8-K  REPORTS.  The  Company  filed no reports on Form 8-K during the second
quarter of 1999.





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                                       16
<PAGE>

                                   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.



                                            Golden Queen Mining Co. Ltd.

                                            By: /s/ BERNARD F. GOODSON
                                                --------------------------------
                                                    Bernard F. Goodson, its Vice
                                                    President of Administration
                                                    and Controller

                                       17