---

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

FORM 10-QSB

x  
  QUARTERLY REPORT PURUSANT TO SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended March 31, 2004

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 of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

6411 Imperial Avenue, 
  Vancouver, British Columbia V7W 2J5, Canada 
  (Address of principal executive offices)

Registrants telephone number, including area code:(604) 921-7570

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 March 31, 2004, was 51,967,186 common shares.

Transitional Small Business Disclosure Format: Yes ** ̈****** No x

---

GOLDEN QUEEN MINING CO. LTD. QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

TABLE OF CONTENTS

|                                       | Page    |                                                                 
|-------------------------------------- | ------- | ----------------------------------------------------------------
|PART I:    Financial
      Information |         |                                                                 
|                                       |         |                                                                 
|                                       | Item 1: | Consolidated Financial Statements                               
|                                       |         |                                                                 
|                                       | Item 2: | Managements Discussion and Analysis or Plan of
      Operations
|                                       |         |                                                                 
|                                       | Item 3: | Controls and Procedures                                         
|                                       |         |                                                                 
|Part II:     Other
      Information   |         |                                                                 
|                                       |         |                                                                 
|                                       | Item 2: | Changes in Securities                                           
|                                       |         |                                                                 
|                                       | Item 4: | Submission of Matters to a Vote of Security Holders             
|                                       |         |                                                                 
|                                       | Item 6: | Exhibits and Reports on Form 8-K                                
|                                       |         |                                                                 
|SIGNATURES                             | 4       |                                                                 

i

---

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 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.

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

---

PART II

Item 2. Changes in Securities

No instruments defining the rights of the holders of any class
  of registered securities were modified during the period covered by this report.
  No rights evidence by any class of registered securities were materially limited
  or qualified by the issuance or modification of any other class of securities
  during the period covered by this report.

On January 27, 2004, the Company issued 8,000,000 units of
  the Company at a price of $0.50 per unit for gross proceeds of $4,000,000 pursuant
  to a private placement offering. Each unit was comprised of one common share
  and one non-transferable share purchase warrant. Each share purchase warrant
  entitles the holder to purchase one additional common share of the company for
  a two year term at an exercise price of $0.62 in the first year and $0.75 in
  the second year.

A total of 5,500,000 units were sold to the following placees
  who are US residents:

|Name                 | Number of Units Purchased
|-------------------- | -------------------------
|Landon T. Clay       | 3,000,000                
|Hedonic Capital LLC  | 900,000                  
|Jonathan P. Schwartz | 500,000                  
|Peter Mowschenson    | 50,000                   
|Gabelli Gold Fund    | 1,000,000                
|Alan Phillips        | 50,000                   

The units were sold pursuant to Rule 506 of Regulation D,
  which provides a safe harbour from the requirement to register the securities
  under the U.S. Securities Act of 1933. The shares, and the common shares
  underlying the share purchase warrants, are subject to restrictions on resale
  pursuant to Rule 144 promulgated under the U.S. Securities Act of 1933.

A total of 2,500,000 units were sold to the following non-US
  residents:

|Name                           | Number of Units Purchased
|------------------------------ | -------------------------
|Isak Salti                     | 100,000                  
|RAB Capital Limited            | 2,000,000                
|Douglas B. Johnson             | 200,000                  
|Europlan Trust Company Limited | 200,000                  

The units were sold without registration under the Securities
  Act in reliance on the safe harbor provisions of Regulation S promulgated under
  the Securities Act. None of the purchasers were U.S. persons as
  that term is defined in Rule 902(o) of Regulation S and the sale of the securities
  constituted an offshore transaction as that term is defined in Rule
  902(i) of Regulation S. The shares, and the common shares underlying the share
  purchase warrants, are subject to restrictions on resale pursuant to Rule 144
  promulgated under the U.S. Securities Act of 1933.

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

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

2

---

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 first
  quarter of 2004.







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

3

---

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:   May 19, 2004 |                                           |                      
|--------------------- | ----------------------------------------- | ---------------------
|                      | Golden Queen Mining Co. Ltd.             
|                      |                                           |                      
|                      | By:                                       | /s/ H. Lutz Klingmann
|                      | H. Lutz Klingmann                        
|                      | President and Principal Financial Officer

4

---