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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY REPORT PURSUANT
  TO SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended June 30, 2003

OR

 ̈ TRANSITION REPORT PURSUANT
  TO SECTION 13 OR 15(d) OFTHE 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 ID No.)
|of incorporation)            |                          |                      

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 July 30, 2003 was 51,902,186 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, 2003

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   
|           |                                                            |     
|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 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 Company 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 Company is excluded from the provisions
  which require PartI 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 and Extraordinary Meeting of the holders
  of Common Shares of the Company held on June 10, 2003, 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:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                        
|   | H. Lutz Klingmann                                                                                                                                      
|   | For: 20,331,823                                                                                                                                        
|   | Against or Withheld:
      3,972                                                                                                                       
|   | Brokers
      Abstention of Non-Votes: N/A                                                                                                            
|   |                                                                                                                                                        
|   | Edward G. Thompson                                                                                                                                     
|   | For: 20,335,795                                                                                                                                        
|   | Against or Withheld:
      N/A                                                                                                                         
|   | Brokers
      Abstention of Non-Votes: N/A                                                                                                            
|   |                                                                                                                                                        
|   | Gordon Gutrath                                                                                                                                         
|   | For: 20,335,795                                                                                                                                        
|   | Against or Withheld:
      N/A                                                                                                                         
|   | Brokers
      Abstention of Non-Votes: N/A                                                                                                            

1

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|   | Chester Shynkaryk                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | For:
      20,335,795                                                                                                                                                        
|   | Against
      or Withheld: N/A                                                                                                                                               
|   | Brokers
      Abstention of Non-Votes: N/A                                                                                                                                  
|   |                                                                                                                                                                              
|2. | Appointment of Auditors.
      The shareholders approved the reappointment of BDO Dunwoody as auditor of
      the Company until the next annual general shareholder meeting.
|   |                                                                                                                                                                              
|   | For:
      20,335,795                                                                                                                                                        
|   | Against
      or Withheld: N/A                                                                                                                                               
|   | Brokers
      Abstention of Non-Votes: N/A                                                                                                                                  
|   |                                                                                                                                                                              
|3. | Remuneration of Auditors.
      The shareholders authorized the directors to fix the remuneration to be
      paid the auditors.                                             
|   |                                                                                                                                                                              
|   | For:
      20,335,795                                                                                                                                                        
|   | Against
      or Withheld: N/A                                                                                                                                               
|   | Brokers
      Abstention of Non-Votes: N/A                                                                                                                                  

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 2003.

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.

Date: August 14, 2003

| | Golden Queen Mining Co. Ltd.
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             
| |                             

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