FORM 10-QSB

U.S. 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 March 31, 2003.

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

0-21777
  (Commission File Number)

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      | (IRS Employer Identification No.)
|of incorporation or organization) |                                  

11847 Gempen Street Mojave, California 93501 
  (Address of principal executive offices) (Zip Code)

Issuers telephone number: (661) 824-1054

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under section 12(g) of the Exchange
  Act: Common Shares without par value. The Common Shares are listed on the Toronto
  Stock Exchange

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 [ ]

The number of outstanding shares of the issuers common stock at April 28, 2003 was 51,902,186.

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, 2003

TABLE OF CONTENTS

|           |                                                     | Page | 
|---------- | --------------------------------------------------- | ---- | 
|           |                                                     |      | 
|PART I:    | Financial Information                               | 2    | 
|           |                                                     |      | 
|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                                                   |     

PART I

Pursuant to the provisions of Rule 13a-13(c) of the Rules
  and Regulations to the Securities Exchange Act of 1934, Part I of this
  Form 10-QSB need not be filed.

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 financial quarter ended March 31, 2003.

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

Exhibits.

99.1. Certification required pursuant to section 906 of the Sarbanes-Oxley Act.

Form 8-K Reports. The Company filed no reports on Form 8-K during the first 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.

|                    | Golden Queen Mining Co. Ltd.
|------------------- | ----------------------------
|                    |                             
|Dated: May 15, 2003 | By: /s/ H. Lutz Klingmann   
|                    |                             
|                    | H. Lutz Klingmann           
|                    | President                   



3

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SECTION 302 CERTIFICATION

I, H. Lutz Klingmann, certify that:

|1. | I have reviewed this quarterly report of March
      31, 2003 of Golden Queen Mining Co. Ltd.                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary in order to make the statements
        made, in light of the circumstances under which such statements were made,
        not misleading with respect to the period covered by this annual report;                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | The registrants other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the registrant and have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | The registrants other
        certifying officers and I have indicated in this annual report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

| | By: /s/ H. Lutz Klingmann   
| | ----------------------------
| |                             
| | H. Lutz Klingmann, President
| |                             
| | Dated: May 15, 2003         



4

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SECTION 302 CERTIFICATION

I, Keith Gainey, certify that:

|1. | I have reviewed this quarterly report of March
      31, 2003 of Golden Queen Mining Co. Ltd.                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary in order to make the statements
        made, in light of the circumstances under which such statements were made,
        not misleading with respect to the period covered by this annual report;                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | The registrants other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the registrant and have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | The registrants other
        certifying officers and I have indicated in this annual report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

| | By: /s/ Keith Gainey                      
| | ------------------------------------------
| |                                           
| | Keith Gainey, Principal Accounting Officer
| |                                           
| | Dated: May 15, 2003                       



5

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Exhibit 99.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350
  AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golden Queen Mining
  Co. Ltd. (the "Company") on Form 10-QSB for the period ended March 31, 2003
  as filed with the Securities and Exchange Commission on the date hereof (the
  "Report"), each of the undersigned, in the capacities and on the dates indicated
  below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant
  to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

|1. | The Report fully complies with the requirements
        of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                     
|2. | The information contained in the Report
        fairly presents, in all material respects, the financial condition and
        results of operations of the Company.

|Dated: May 15, 2003 | /s/ H. Lutz Klingmann       
|------------------- | ----------------------------
|                    |                             
|                    | H. Lutz Klingmann           
|                    | President                   
|                    |                             
|                    |                             
|Dated: May 15, 2003 | /s/ Keith Gainey            
|                    |                             
|                    | Keith Gainey                
|                    | Principal Accounting Officer



6

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