---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q
      /A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31,
2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE
ACT For the transition period from _________to __________________

0-21777(Commission File Number)

GOLDEN QUEEN MINING CO.
LTD.(Exact name of registrant as specified in its
charter)

|Province of British Columbia                   | Not Applicable                    
|---------------------------------------------- | ----------------------------------
|(State or other jurisdiction of incorporation) | (IRS Employer Identification) No.)

6411 Imperial AvenueWest Vancouver, British
ColumbiaV7W 2J5 Canada(Address of principal executive
offices)

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

Former name, former address and former fiscal year, if changed
since last report: N/A

Check whether the registrant (1) filed all reports required to
be filed by sections 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 [

  ] No [X]

Check whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [
]

Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filed [ ]
Smaller reporting company [X]

Check whether the registrant is a shell company, as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: As of March
31, 2010 the registrants outstanding common stock consisted of
89,078,383
shares.

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EXPLANATORY NOTE

This amended quarterly report on Form 10-Q/A for the period ended March 31, 2010 discloses and discusses the impact and effect of restatements of our previously filed financial statements as at March 31, 2010 and the related interim consolidated
    balance sheets as at March 31, 2010 and the interim consolidated statements of loss and, stockholders’ equity and cash flows for the quarters ended March 31, 2010 and 2009 for the effects of the adoption of accounting pronouncement and the
    understatement of accrued liabilities.

On December 7, 2010, we filed a Form 8-K disclosing that we would restate our historical financial statements as a result of an internal review by our management, auditors and Audit Committee of our accounting for our stock options and accounts
    payable,. Accordingly, management concluded, and our audit committee agreed, that our financial statements and all earnings press releases and similar communications issued by us relating to quarters ended March 31, 2010 and March 31, 2009 should no
    longer be relied upon.

As a result of the review, our Company concluded that the new accounting pronouncement of ASC 815-40-15 was not properly adopted on January 1, 2009 and certain payables were not properly accounted for as of March 31, 2010. Therefore, we are
    restating previously issued financial statements to properly record the period end amount of the accounts payable and derivative liability on the unaudited interim consolidated balance sheet, the amounts of net loss for the period and loss per share
    and the ending deficit for the period ended March 31, 2010, the amounts of common shares and additional paid-in capital on the unaudited interim consolidated statement of shareholders’ equity. These adjustments result in net decrease in net
    loss of $39,869 for the period ended March 31, 2010 (2009 -$489,127 resulted an increase in net loss), an increase in the ending deficit by $1,591,176, a decrease in additional paid in capital by $701,265 and an increase in total
    liabilities by $2,292,441. This restatement has no effect on our cash flows or loss per share for the periods ended March 31, 2010 and 2009.

As a result of the restatement noted above, we have also amended our disclosures regarding the controls and procedures as disclosed in Item 4 of the 10-Q/A.

This amended quarterly report on Form 10-Q/A for the quarter ended March 31, 2010 amends and restates only those items of the previously filed annual report on Form 10-Q for the quarter ended March 31, 2010 which have been affected by the
    restatement. In order to preserve the nature and character of the disclosures set forth in such items as originally filed, no attempt has been made in this amendment (i) to modify or update such disclosures except as required to reflect the effects
    of the restatement or (ii) to make revisions to the Notes to the Consolidated Financial Statements except for those which are required by or result from the effects of the restatement. For additional information regarding the restatement, see Note 7
    to our Interim Unaudited Consolidated Financial Statements included in Part I - Item 1. No other information contained in our previously filed Form 10-Q for the quarter ended March 31, 2010 has been updated or amended.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

---









GOLDEN QUEEN MINING CO. LTD.(an exploration stage company)Interim Consolidated
    Financial StatementsMarch 31, 2010(Unaudited - Restated)

(US dollars)





1

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GOLDEN QUEEN MINING CO. LTD. (an exploration stage
      company)Interim Consolidated Balance Sheets(Unaudited)

|                                                                                                                                                                                                                                                                                                                                         |   | March 31,           |   |   | December 31,        |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------- | - | - | ------------------- | -
|                                                                                                                                                                                                                                                                                                                                         |   | 2010                |   |   | 2009                |  
|Assets                                                                                                                                                                                                                                                                                                                                   |   | (Restated  Note 7) |   |   | (Restated  Note 7) |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Current
      assets:                                                                                                                                                                                                                                                                                                                    |   |                     |   |   |                     |  
|Cash and
      cash equivalents                                                                                                                                                                                                                                                                                                          | $ | 2,131,139           |   | $ | 2,433,202           |  
|Receivables                                                                                                                                                                                                                                                                                                                              |   | 30,933              |   |   | 24,604              |  
|Prepaid
      expenses and other current assets                                                                                                                                                                                                                                                                                          |   | 12,185              |   |   | 19,490              |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Total current assets                                                                                                                                                                                                                                                                                                                     |   | 2,174,257           |   |   | 2,477,296           |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Property and equipment,
      net                                                                                                                                                                                                                                                                                                        |   | 204,431             |   |   | 205,916             |  
|Reclamation financial assurance                                                                                                                                                                                                                                                                                                          |   | 286,653             |   |   | 286,653             |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Total Assets                                                                                                                                                                                                                                                                                                                             | $ | 2,665,341           |   | $ | 2,969,865           |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Liabilities and Shareholders
      Equity                                                                                                                                                                                                                                                                                               |   |                     |   |   |                     |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Current
      liabilities:                                                                                                                                                                                                                                                                                                               |   |                     |   |   |                     |  
|Accounts
      payable (Note 7)                                                                                                                                                                                                                                                                                                          | $ | 226,704             |   | $ | 150,766             |  
|Accrued liabilities                                                                                                                                                                                                                                                                                                                      |   | 30,318              |   |   | 77,821              |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Total
      current Liabilities                                                                                                                                                                                                                                                                                                          |   | 257,022             |   |   | 228,587             |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Asset
      retirement obligations                                                                                                                                                                                                                                                                                                       |   | 181,559             |   |   | 177,564             |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Derivative liability (Note 7)                                                                                                                                                                                                                                                                                                            |   | 2,087,548           |   |   | 2,695,602           |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Total Liabilities                                                                                                                                                                                                                                                                                                                        |   | 2,526,129           |   |   | 3,101,753           |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Shareholders Equity:                                                                                                                                                                                                                                                                                                                    |   |                     |   |   |                     |  
|Preferred
      shares, no par value, 3,000,000 shares
      authorized; 
               no
      shares
      outstanding 
              
      Common shares, no par value, 100,000,000 shares
      authorized; 
              
      89,078,383 shares issued and outstanding 
               (December 31, 2009 
      88,378,383) |   | 50,439,747          |   |   | 50,205,634          |  
|Additional paid-in
      capital (Note 7)                                                                                                                                                                                                                                                                                                |   | 3,493,841           |   |   | 3,130,549           |  
|Deficit
      accumulated during the exploration stage (Note 7)                                                                                                                                                                                                                                                                          |   | (53,794,376         | ) |   | (53,468,071         | )
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Total shareholders equity
      (capital deficit)                                                                                                                                                                                                                                                                                       |   | 139,212             |   |   | (131,888            | )
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Total liabilities and
      shareholders equity (capital deficit)                                                                                                                                                                                                                                                                       | $ | 2,665,341           |   | $ | 2,969,865           |  
|                                                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  
|Basis of presentation
      and ability to continue as a going concern (Note 1)                                                                                                                                                                                                                                                          |   |                     |   |   |                     |  
|Commitments and contingencies (Note 4)                                                                                                                                                                                                                                                                                                   |   |                     |   |   |                     |  
|Subsequent events (Note
      3)                                                                                                                                                                                                                                                                                                         |   |                     |   |   |                     |  

Approved by the Directors:

|H. L. Klingmann           |  | C.
      Shynkaryk       
|--------------------------- |  | ---------------------------
|H. Lutz Klingmann, Director |  | Chester Shynkaryk, Director

See Notes to Unaudited Interim Consolidated Financial
  Statements.

2

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GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statements of Loss(Unaudited)

|                                                                                  |   |                     |   |   |                     |   |   | Cumulative          |  
|--------------------------------------------------------------------------------- | - | ------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                                                  |   |                     |   |   |                     |   |   | Amounts From        |  
|                                                                                  |   |                     |   |   |                     |   |   | Date of Inception   |  
|                                                                                  |   |                     |   |   |                     |   |   | (November 21,       |  
|                                                                                  |   | Three months Ended  |   |   | Three months Ended  |   |   | 1985) through       |  
|                                                                                  |   | March 31, 2010      |   |   | March 31, 2009      |   |   | March 31, 2010      |  
|                                                                                  |   | (Restated  Note 7) |   |   | (Restated  Note 7) |   |   | (Restated  Note 7) |  
|                                                                                  |   |                     |   |   |                     |   |   |                     |  
|General and administrative
      expenses                                         | $ | (567,712            | ) | $ | (497,360            | ) | $ | (20,295,512         | )
|Asset impairment loss                                                             |   | -                   |   |   | -                   |   |   | (32,135,592         | )
|Adjustment to asset
      retirement obligation on changes in cash flow estimates |   | -                   |   |   | -                   |   |   | 223,583             |  
|Accretion expense                                                                 |   | (3,995              | ) |   | (3,353              | ) |   | (59,376             | )
|Decrease (Increase) in fair
      value of derivative liability                   |   | 244,762             |   |   | (489,127            | ) |   | (1,850,538          | )
|Gain on settlement of debt                                                        |   | -                   |   |   | -                   |   |   | 136,627             |  
|Abandoned mineral property
      interests                                        |   | -                   |   |   | -                   |   |   | (277,251            | )
|                                                                                  |   |                     |   |   |                     |   |   |                     |  
|                                                                                  |   | (326,945            | ) |   | (989,840            | ) |   | (54,258,059         | )
|                                                                                  |   |                     |   |   |                     |   |   |                     |  
|Interest expense                                                                  |   | -                   |   |   | -                   |   |   | (913,098            | )
|Interest income                                                                   |   | 640                 |   |   | 2,436               |   |   | 1,600,627           |  
|                                                                                  |   |                     |   |   |                     |   |   |                     |  
|Net loss and comprehensive loss for the
      period                              | $ | (326,305            | ) | $ | (987,404            | ) | $ | (53,570,530         | )
|                                                                                  |   |                     |   |   |                     |   |   |                     |  
|Loss per share, basic and diluted                                                 | $ | 0.00                |   | $ | (0.01               | ) |   |                     |  
|                                                                                  |   |                     |   |   |                     |   |   |                     |  
|Weighted average number of common shares                                          |   | 88,911,716          |   |   | 85,640,883          |   |   |                     |  

See Notes to Unaudited Interim Consolidated Financial Statements

3

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GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statement of Changes in Shareholders
    Equity (Capital Deficit)(Unaudited)

|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   | Deficit           |   |   | Total           |  
|---------------------------------------------------- |  | ---------- |  | - | ---------- |  | - | ------------ |  | - | ---------- |  | - | ----------------- | - | - | --------------- | -
|                                                     |  |            |  |   |            |  |   |              |  |   | Additional |  |   | Accumulated       |   |   | Shareholders   |  
|From the Date of Inception (November 21,             |  | Common     |  |   |            |  |   | Stock        |  |   | Paid-in    |  |   | During the        |   |   | Equity (Capital |  
|1985) through March 31, 2010                         |  | Shares     |  |   | Amount     |  |   | Subscription |  |   | Capital    |  |   | Exploration Stage |   |   | Deficit)        |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|November 21, 1985                                    |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|Issuance of common shares for cash                   |  | 1,425,001  |  | $ | 141,313    |  | $ | -            |  | $ | -          |  | $ | -                 |   | $ | 141,313         |  
|Net loss for the period                              |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (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       |  
|                                                     |  |            |  |   |            |  |   |              |  |   |            |  |   |                   |   |   |                 |  
|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 issuance 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 issuance costs                      |  | -          |  |   | -          |  |   | -            |  |   | -          |  |   | (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      |  

See Notes to Unaudited Interim Consolidated Financial
  Statements.

4

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GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statement of Changes in Shareholders
    Equity (Capital Deficit)(Unaudited)

Deficit
      
      
      TotalAdditional
      
      
      Accumulated
      
      
      ShareholdersFrom the Date of Inception (November 21,
      
      Common
      
      
      
      
      
      Stock
      
      
      Paid-in
      
      
      During the
      
      
      Equity (Capital1985) through
        March 31, 2010
      
      Shares
      
      
      Amount
      
      
      Subscription
      
      
      Capital
      
      
      Exploration Stage
      
      
      Deficit)Balance carried forward from
        previous 
           page
      
      16,533,400
      
      $
      20,875,969
      
      $
      -
      
      $
      -
      
      $
      (1,690,977
      )
      $
      19,184,992Issuance of common shares for cash
      
      18,000
      
      
      10,060
      
      
      -
      
      
      -
      
      
      -
      
      
      10,060Issuance of common shares for
        special 
           warrants
      
      5,500,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Special warrants issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (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
      )
      
      18,722,298Issuance of common shares for cash
      
      157,000
      
      
      157,050
      
      
      -
      
      
      -
      
      
      -
      
      
      157,050Issuance of 3,500,000 special warrants
      
      -
      
      
      5,287,315
      
      
      -
      
      
      -
      
      
      -
      
      
      5,287,315Issuance of common shares for
        special 
           warrants
      
      3,500,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Options to non-employee directors
      
      -
      
      
      -
      
      
      -
      
      
      70,200
      
      
      -
      
      
      70,200Special warrants issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (163,313
      )
      
      (163,313
      )Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,047,869
      )
      
      (1,047,869
      )Balance, December 31, 1997
      
      25,708,400
      
      
      26,330,394
      
      
      -
      
      
      70,200
      
      
      (3,374,913
      )
      
      23,025,681Issuance of common shares
        upon 
           exercise of warrants
      
      1,834,300
      
      
      857,283
      
      
      -
      
      
      -
      
      
      -
      
      
      857,283Issuance of common shares
        through 
           conversion of debt
      
      2,017,941
      
      
      1,000,000
      
      
      -
      
      
      -
      
      
      -
      
      
      1,000,000Share issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (6,060
      )
      
      (6,060
      )Issuance of common shares for cash
      
      5,236,000
      
      
      2,439,753
      
      
      -
      
      
      -
      
      
      -
      
      
      2,439,753Options and re-priced options to
        non- 
           employee directors
      
      -
      
      
      -
      
      
      -
      
      
      107,444
      
      
      -
      
      
      107,444Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (971,595
      )
      
      (971,595
      )Balance, December 31, 1998
      
      34,796,641
      
      
      30,627,430
      
      
      -
      
      
      177,644
      
      
      (4,352,568
      )
      
      26,452,506Issuance of 13,250,000 special warrants
      
      -
      
      
      3,350,915
      
      
      -
      
      
      -
      
      
      -
      
      
      3,350,915Special warrants issuance costs
      
      -
      
      
      
      
      
      -
      
      
      -
      
      
      (166,620
      )
      
      (166,620
      )Issuance of common shares
        for 
           special warrants
      
      13,250,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (564,657
      )
      
      (564,657
      )Balance, December 31, 1999
      
      48,046,641
      
      
      33,978,345
      
      
      -
      
      
      177,644
      
      
      (5,083,845
      )
      
      29,072,144Cumulative effect of change
        in 
           accounting for stock options
      
      -
      
      
      -
      
      
      -
      
      
      (177,644
      )
      
      -
      
      
      (177,644
      )Stock subscription
      
      -
      
      
      -
      
      
      200,000
      
      
      -
      
      
      -
      
      
      200,000Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (28,708,276
      )
      
      (28,708,276
      )Balance, December 31, 2000
      
      48,046,641
      
      
      33,978,345
      
      
      200,000
      
      
      -
      
      
      (33,792,121
      )
      
      386,224Issuance of common shares
        through 
           conversion of debt
      
      406,250
      
      
      65,000
      
      
      -
      
      
      -
      
      
      -
      
      
      65,000Issuance of common shares
        for 
           conversion of stock subscription
      
      1,538,462
      
      
      200,000
      
      
      (200,000
      )
      
      -
      
      
      -
      
      
      -Share issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (3,337
      )
      
      (3,337
      )Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (262,059
      )
      
      (262,059
      )Balance, December 31, 2001
      
      49,991,353
      
      $
      34,243,345
      
      $
      -
      
      $
      -
      
      $
      (34,057,517
      )
      $
      185,828


See Notes to Unaudited Interim Consolidated Financial
  Statements.

5

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statement of Changes in Shareholders
    Equity (Capital Deficit)(Unaudited)

Deficit
      
      
      TotalAdditional
      
      
      Accumulated
      
      
      ShareholdersFrom the Date of Inception (November 21,
      
      Common
      
      
      
      
      
      Stock
      
      
      Paid-in
      
      
      During the
      
      
      Equity (Capital1985) through
        March 31, 2010
      
      Shares
      
      
      Amount
      
      
      Subscription
      
      
      Capital
      
      
      Exploration Stage
      
      
      Deficit)Balance carried forward from previous page
      
      49,991,353
      
      $
      34,243,345
      
      $
      -
      
      $
      -
      
      $
      (34,057,517
      )
      $
      185,828Issuance of common shares through 
           exercise of options
      
      290,000
      
      
      37,234
      
      
      -
      
      
      -
      
      
      -
      
      
      37,234Issuance of common shares through 
           exercise of warrants
      
      1,520,836
      
      
      243,334
      
      
      -
      
      
      -
      
      
      -
      
      
      243,334Stock option compensation
      
      -
      
      
      -
      
      
      -
      
      
      21,456
      
      
      -
      
      
      21,456Share issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (4,216
      )
      
      (4,216
      )Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (347,603
      )
      
      (347,603
      )Balance, December 31, 2002
      
      51,802,189
      
      
      34,523,913
      
      
      -
      
      
      21,456
      
      
      (34,409,336
      )
      
      136,033Issuance of common shares through 
           exercise of options
      
      100,000
      
      
      24,379
      
      
      -
      
      
      -
      
      
      -
      
      
      24,379Equity component of convertible notes
      
      -
      
      
      -
      
      
      -
      
      
      375,000
      
      
      -
      
      
      375,000Stock option compensation
      
      -
      
      
      -
      
      
      -
      
      
      127,326
      
      
      -
      
      
      127,326Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (744,516
      )
      
      (744,516
      )Balance, December 31, 2003
      
      51,902,189
      
      
      34,548,292
      
      
      -
      
      
      523,782
      
      
      (35,153,852
      )
      
      (81,778
      )Issuance of common shares for cash
      
      8,000,000
      
      
      3,036,282
      
      
      -
      
      
      -
      
      
      -
      
      
      3,036,282Issuance of common shares for 
           convertible notes
      
      978,260
      
      
      225,000
      
      
      -
      
      
      -
      
      
      -
      
      
      225,000Issuance of common shares through 
           exercise of options
      
      200,000
      
      
      55,861
      
      
      -
      
      
      -
      
      
      -
      
      
      55,861Share issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (38,975
      )
      
      (38,975
      )Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,772,250
      )
      
      (1,772,250
      )Balance, December 31, 2004
      
      61,080,449
      
      
      37,865,435
      
      
      -
      
      
      523,782
      
      
      (36,965,077
      )
      
      1,424,140Issuance of common shares through 
           exercise of options
      
      110,000
      
      
      21,049
      
      
      -
      
      
      -
      
      
      -
      
      
      21,049Stock option compensation
      
      -
      
      
      -
      
      
      -
      
      
      48,592
      
      
      -
      
      
      48,592Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,476,324
      )
      
      (1,476,324
      )Balance, December 31, 2005
      
      61,190,449
      
      
      37,886,484
      
      
      -
      
      
      572,374
      
      
      (38,441,401
      )
      
      17,457Issuance of common shares through 
           private placement
      
      7,200,000
      
      
      1,614,716
      
      
      -
      
      
      1,520,899
      
      
      -
      
      
      3,135,615Issuance of common shares through 
           exercise of options
      
      100,000
      
      
      30,853
      
      
      -
      
      
      -
      
      
      -
      
      
      30,853Issuance of common shares through 
           exercise of warrants
      
      8,978,260
      
      
      4,659,173
      
      
      -
      
      
      -
      
      
      -
      
      
      4,659,173Issuance of common shares for 
           convertible notes
      
      652,174
      
      
      150,000
      
      
      -
      
      
      39,917
      
      
      -
      
      
      189,917Stock option compensation
      
      -
      
      
      -
      
      
      -
      
      
      814,810
      
      
      -
      
      
      814,810Modification of warrants
      
      -
      
      
      -
      
      
      -
      
      
      889,117
      
      
      -
      
      
      889,117Share issuance costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (62,888
      )
      
      (62,888
      )Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (4,910,036
      )
      
      (4,910,036
      )Balance, December 31, 2006
      
      78,120,883
      
      
      44,341,226
      
      
      -
      
      
      3,837,117
      
      
      (43,414,325
      )
      
      4,764,018Issuance of common shares for exercise 
           of options
      
      290,000
      
      
      127,652
      
      
      -
      
      
      -
      
      
      -
      
      
      127,652Issuance of common shares for property
      
      30,000
      
      
      24,600
      
      
      -
      
      
      -
      
      
      -
      
      
      24,600Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (2,006,482
      )
      
      (2,006,482
      )Balance, December 31, 2007
      
      78,440,883
      
      
      44,493,478
      
      
      -
      
      
      3,837,117
      
      
      (45,420,807
      )
      
      2,909,788Issuance of common shares through 
           exercise of warrants
      
      7,200,000
      
      
      4,184,425
      
      
      -
      
      
      -
      
      
      -
      
      
      4,184,425Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (3,996,777
      )
      
      (3,996,777
      )Balance, December 31, 2008
      
      85,640,883
      
      $
      48,677,903
      
      $
      -
      
      $
      3,837,117
      
      $
      (49,417,584
      )
      $
      3,097,436


See Notes to Unaudited Interim Consolidated Financial
  Statements.

6

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statement of Changes in Shareholders
    Equity (Capital Deficit)(Unaudited)

Deficit
      
      
      TotalAdditional
      
      
      Accumulated
      
      
      ShareholdersFrom the Date of Inception (November 21,
      
      Common
      
      
      
      
      
      Stock
      
      
      Paid-in
      
      
      During the
      
      
      Equity (Capital1985) through
        March 31, 2010
      
      Shares
      
      
      Amount
      
      
      Subscription
      
      
      Capital
      
      
      Exploration Stage
      
      
      Deficit)Balance carried forward from previous page
      
      85,640,883
      
      $
      48,677,903
      
      $
      -
      
      $
      3,837,117
      
      $
      (49,417,584
      )
      $
      3,097,436Cumulative effect of change in accounting
           principle (Note 7)
      
      -
      
      
      -
      
      
      -
      
      
      (863,402
      )
      
      464,255
      
      
      (399,147
      )Issuance of common shares through 
           private placement (Note 4)
      
      2,337,500
      
      
      1,396,646
      
      
      -
      
      
      -
      
      
      -
      
      
      1,396,646Issuance of common shares through exercise 
           of options (Note 4)
      
      400,000
      
      
      131,085
      
      
      -
      
      
      -
      
      
      -
      
      
      131,085Reclassification of derivative liability on the 
           exercise of stock options (Note 7)
      
      -
      
      
      -
      
      
      -
      
      
      156,834
      
      
      -
      
      
      156,834Net loss for the year, restated (Note 7)
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (4,514,742
      )
      
      (4,514,742
      )Balance, December 31, 2009 (restated)
      
      88,378,383
      
      
      50,205,634
      
      
      -
      
      
      3,130,549
      
      
      (53,468,071
      )
      
      (131,888
      )Issuance of common shares through exercise 
           of options (Note 3)
      
      700,000
      
      
      234,113
      
      
      -
      
      
      -
      
      
      -
      
      
      234,113Reclassification of derivative liability on the 
           exercise of stock options (Note 7)
      
      -
      
      
      -
      
      
      -
      
      
      363,292
      
      
      -
      
      
      363,292Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (326,305
      )
      
      (326,305
      )Balance, March 31, 2010 (restated)
      
      89,078,383
      
      $
      50,439,747
      
      $
      -
      
      $
      3,493,841
      
      $
      (53,794,376
      )
      $
      139,212


See Notes to Unaudited Interim Consolidated Financial
  Statements.

7

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Interim Consolidated Statement of Cash Flows(Unaudited)

|                                                                                                            |   |                     |   |   |                     |   |   | Cumulative          |  
|----------------------------------------------------------------------------------------------------------- | - | ------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                                                                            |   |                     |   |   |                     |   |   | Amounts From        |  
|                                                                                                            |   |                     |   |   |                     |   |   | Date of Inception   |  
|                                                                                                            |   | Three months        |   |   | Three months        |   |   | (November 21,       |  
|                                                                                                            |   | Ended March         |   |   | Ended March         |   |   | 1985) through       |  
|                                                                                                            |   | 31, 2010            |   |   | 31, 2009            |   |   | March 31, 2010      |  
|                                                                                                            |   | (Restated  Note 7) |   |   | (Restated  Note 7) |   |   | (Restated  Note 7) |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Operating activities:                                                                                       |   |                     |   |   |                     |   |   |                     |  
|Net loss for the period                                                                                     | $ | (326,305            | ) | $ | (987,404            | ) | $ | (53,570,530         | )
|Adjustments to reconcile net loss to cash
      used in operating activities:                               |   |                     |   |   |                     |   |   |                     |  
|Asset impairment loss                                                                                       |   | -                   |   |   | -                   |   |   | 32,135,592          |  
|Abandoned mineral property
      interests                                                                  |   | -                   |   |   | -                   |   |   | 277,251             |  
|Amortization and depreciation                                                                               |   | 1,485               |   |   | 1,506               |   |   | 463,286             |  
|Amortization of debt discount                                                                               |   | -                   |   |   | -                   |   |   | 375,000             |  
|Adjustment to asset retirement obligation
      based 
             on changes in cash flow
      estimates |   | -                   |   |   | -                   |   |   | (223,583            | )
|Accretion expense                                                                                           |   | 3,995               |   |   | 3,353               |   |   | 59,376              |  
|Change in fair value of derivative liability                                                                |   | (244,762            | ) |   | 489,127             |   |   | 1,850,538           |  
|Gain on disposition of
      property and equipment                                                         |   | -                   |   |   | -                   |   |   | (10,032             | )
|Stock option compensation                                                                                   |   | -                   |   |   | -                   |   |   | 1,370,173           |  
|Financing charges related to
      modification of warrants                                                 |   | -                   |   |   | -                   |   |   | 889,117             |  
|Mineral property expenditures                                                                               |   | -                   |   |   | -                   |   |   | (22,395,449         | )
|Changes in assets and liabilities:                                                                          |   |                     |   |   |                     |   |   |                     |  
|Receivables                                                                                                 |   | (6,329              | ) |   | (11,780             | ) |   | (30,933             | )
|Prepaids                                                                                                    |   | 7,305               |   |   | 5,717               |   |   | (99,095             | )
|Accounts payable and accrued liabilities                                                                    |   | 28,435              |   |   | (175,633            | ) |   | 296,939             |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Cash used in operating activities                                                                           |   | (536,176            | ) |   | (675,114            | ) |   | (38,612,350         | )
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Investing activities:                                                                                       |   |                     |   |   |                     |   |   |                     |  
|Purchase of mineral properties                                                                              |   | -                   |   |   | -                   |   |   | (7,803,356          | )
|Deposits on mineral properties                                                                              |   | -                   |   |   | -                   |   |   | (1,017,551          | )
|Purchase of reclamation financial assurance                                                                 |   | -                   |   |   | -                   |   |   | (286,653            | )
|Purchase of property and equipment                                                                          |   | -                   |   |   | -                   |   |   | (1,313,838          | )
|Proceeds from sale of property and
      equipment                                                          |   | -                   |   |   | -                   |   |   | 47,153              |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Cash used in investing activities                                                                           |   | -                   |   |   | -                   |   |   | (10,374,245         | )
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Financing activity:                                                                                         |   |                     |   |   |                     |   |   |                     |  
|Borrowing under long-term debt                                                                              |   | -                   |   |   | -                   |   |   | 3,918,187           |  
|Payment of long-term debt                                                                                   |   | -                   |   |   | -                   |   |   | (2,105,905          | )
|Proceeds from convertible debt                                                                              |   | -                   |   |   | -                   |   |   | 440,000             |  
|Issuance of common shares for cash                                                                          |   | -                   |   |   | -                   |   |   | 21,237,302          |  
|Share issuance costs                                                                                        |   | -                   |   |   | -                   |   |   | (688,101            | )
|Issuance of special warrants                                                                                |   | -                   |   |   | -                   |   |   | 18,091,667          |  
|Issuance of common shares upon exercise of stock options                                                    |   | 234,113             |   |   | -                   |   |   | 523,703             |  
|Issuance of common shares upon exercise of
      warrants                                                   |   | -                   |   |   | -                   |   |   | 9,700,881           |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Cash provided by financing activities                                                                       |   | 234,113             |   |   | -                   |   |   | 51,117,734          |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Net change in cash and cash equivalents                                                                     |   | (302,063            | ) |   | (675,114            | ) |   | 2,131,139           |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Cash and cash equivalents, beginning
      balance                                                          |   | 2,433,202           |   |   | 3,033,771           |   |   | -                   |  
|                                                                                                            |   |                     |   |   |                     |   |   |                     |  
|Cash and cash equivalents, ending balance                                                                   | $ | 2,131,139           |   | $ | 2,358,657           |   | $ | 2,131,139           |  

See Notes to Unaudited Interim Consolidated Financial
  Statements.

8

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|1. | Basis of presentation and ability to continue as a
      going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These unaudited interim consolidated financial statements
      are presented in accordance with United States generally accepted
      accounting principles for interim financial statements, and are stated in
      US dollars. They do not include all the note disclosures required for
      annual financial statements. It is suggested that these interim
      consolidated financial statements be read in conjunction with the audited
      consolidated financial statements of the Company for the year ended
      December 31, 2009 and the notes thereto included in the Companys amended
      annual report for the year ended December 31, 2009. The Company follows
      the same accounting policies in the preparation of interim statements,
      except as disclosed under item 2.                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company has had no revenues from operations since
      inception, and a deficit of $53,794,376 accumulated during the exploration
      stage. Management plans to secure equity and/or debt or joint venture
      financing to fund construction of the operating facility at the Soledad
      property (Soledad) once a feasibility study has been concluded and a
      production decision has been made. The ability of the Company to obtain
      financing for its ongoing activities and thus maintain solvency, or to
      fund construction of the operating facility at Soledad, is dependent on
      equity market conditions, the market for precious metals, the willingness
      of other parties to lend the Company money or the ability to find a joint
      venture partner. While the Company has been successful at certain of these
      efforts in the past, there can be no assurance that future efforts will be
      successful. This raises substantial doubt about the Companys ability to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These unaudited interim consolidated financial statements
      reflect all adjustments, consisting of normal recurring adjustments,
      which, in the opinion of management, are necessary for the fair
      presentation of the information contained therein. The results for the
      three months period ended March 31, 2010 are not necessarily indicative of
      the results expected to be realized for the year ending December 31,
      2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

9

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|2. | Significant Accounting Policy   
|-- | --------------------------------
|   |                                 
|   | Recent Accounting Pronouncements
|   |                                 
|   | (i)                             
|   |                                 
|   | (ii)                            
|   |                                 
|   | (iii)                           
|   |                                 
|   | (iv)                            

10

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|3. | Share Capital                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                         
|   | In January 2010, 700,000 stock options were exercised and
      the Company issued 700,000 common shares at C$0.35 per share for proceeds
      of $234,113 (C$245,000).
|   |                                                                                                                                                                         
|   | As of March 31, 2010, the Company has the following
      outstanding options:                                                                                          

WeightedAverageShares
      
      
      Exercise PriceOptions outstanding, January 1, 2009
      
      2,300,000
      
      
      C$0.57Granted
      
      1,950,000
      
      
      C$0.26Exercised
      
      (400,000
      )
      
      C$0.35Options outstanding, December 31, 2009
      
      3,850,000
      
      
      C$0.44Exercised
      
      (700,000
      )
      
      C$0.35Options outstanding and exercisable, March 31, 2010
      
      3,150,000
      
      
      C$0.45


The following table summarizes
  information about stock options as at March 31, 2010:

| |                |  |             |  |  | Weighted-        |  |  |                |  |  |                  | 
| | -------------- |  | ----------- |  |  | ---------------- |  |  | -------------- |  |  | ---------------- | 
| |                |  |             |  |  | Average          |  |  | Weighted-      |  |  |                  | 
| |                |  | Number      |  |  | Contractual Life |  |  | Average        |  |  |                  | 
| | Exercise Price |  | Outstanding |  |  | (Years)          |  |  | Exercise Price |  |  | Expiry Date      | 
| |                |  |             |  |  |                  |  |  |                |  |  |                  | 
| | C$0.77         |  | 1,200,000   |  |  | 1.05             |  |  | C$0.77         |  |  | April 20, 2011   | 
| | C$0.26         |  | 1,950,000   |  |  | 3.83             |  |  | C$0.26         |  |  | January 28, 2014 | 
| |                |  |             |  |  |                  |  |  |                |  |  |                  | 
| |                |  | 3,150,000   |  |  | 2.77             |  |  | C$0.45         |  |  |                  | 

As at March 31, 2010, the aggregate
  intrinsic value of the outstanding exercisable options was $1,500,617 (2009 -
  $116,282). The total intrinsic value of 700,000 options exercised during the
  three months period ended was approximately $380,560 (2009 - $Nil).

There is no unamortized compensation
  expense as at March 31, 2010 and March 31, 2009 as all the outstanding options
  vested at the grant date.

In April 2010, the Company granted
  50,000 stock options to consultants, which are exercisable at C$1.24 per share
  and expire on April 18, 2015.

On June 1, 2010, the Company issued
  5,000,000 units at C$1.60 per unit for gross proceeds of $7,634,316
  (C$8,000,000). Each unit consisted of one common share, one-quarter of one Class
  A warrant and one-quarter of one Class B warrant. Each Class A warrant is
  exercisable to acquire one additional common share of the Company at a price of
  $1.75. Each Class B warrant is exercisable to acquire one additional common
  share of the Company at a price of $2.00. Both Class A and Class B warrants
  expire December 1, 2011.

In September 2010, 50,000 stock options
  were exercised and the Company issued 50,000 common shares at C$0.26 per share.

11

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|4. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has acquired a number of mineral properties
      outright and has acquired exclusive rights to explore, develop and mine
      the Property under various agreements with landowners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Agreements are typically subject to sliding scale
      royalties on either gross or net smelter returns ranging from 1% to
      7.5%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company ceased making property payments and advance
      minimum royalty payments after successfully concluding moratorium
      agreements with a number of the landowners in 2000. The moratorium
      agreements expired toward the end of 2003. The total advance minimum
      royalty owing from 2003 to the end of 2008 was $714,137. The Company paid
      advance minimum royalties of $174,176 in 2009. The advance minimum royalty
      owing is estimated to be $153,000 for 2010.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In 2007, the Company reached an agreement with a
      landowner to amend the terms of the lease agreement. Under the terms of
      the amendment, the Company has been granted an extension of twenty years
      and has paid $100,000 owed from 2005. In addition, the Company is not
      required to pay advance royalty during the two- year period until April
      23, 2008 and the Company will receive a credit representing 50% of all
      advance minimum royalty paid and use it against the future production
      royalties. The Company recommenced the advance minimum royalty payment,
      and paid the landowner $100,000 in 2008 and $100,000 in 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | A mining lease agreement with a group of landholders
      expired in 2004. The Company is currently in discussions with this group
      of landholders in an effort to reach a new agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has agreed to issue 100,000 common shares as
      a finders fee upon commencement of commercial production on the Property
      in connection with certain property acquisitions. As of March 31, 2010,
      commercial production has not commenced and no shares have been
      issued.                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In a prior year, the Company entered into an agreement
      with the President of the Company to issue 300,000 bonus shares upon the
      completion of certain milestones. Upon receipt by the Company of a
      bankable feasibility study and the decision to place the Property into
      commercial production, a bonus of 150,000 common shares is to be issued.
      Upon commencement of commercial production on the Property, a bonus of
      150,000 common shares is to be issued. As at March 31, 2010, the
      milestones had not been reached and no accrual was made in connection with
      these arrangements.                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Except as noted elsewhere in these financial statements,
      related party transactions are disclosed as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | For the three months ended March 31, 2010, $34,500 (2009
      - $27,600) was paid to Mr. H. L. Klingmann for services as President of
      the Company, and $4,300 (2009 - $3,600) was paid to Mr. Chester Shynkaryk
      for consulting services to the Company.                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | There were no other related party transactions during the
      period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | All of the above transactions and balances are in the
      normal course of operations and are measured at the exchange
      amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

12

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|6. | Supplemental Disclosure Cash Flows
      Disclosure
|-- | ---------------------------------------------------

| |                                                                                                             |   |                |  |   |                |  |   | Cumulative        | 
| | ----------------------------------------------------------------------------------------------------------- | - | -------------- |  | - | -------------- |  | - | ----------------- | 
| |                                                                                                             |   |                |  |   |                |  |   | Amounts From Date | 
| |                                                                                                             |   |                |  |   |                |  |   | of Inception      | 
| |                                                                                                             |   |                |  |   |                |  |   | (November 21,     | 
| |                                                                                                             |   | Period ended   |  |   | Period ended   |  |   | 1985) through     | 
| |                                                                                                             |   | March 31, 2010 |  |   | March 31, 2009 |  |   | March 31, 2010    | 
| |                                                                                                             |   |                |  |   |                |  |   |                   | 
| | Cash paid during year for:                                                                                  |   |                |  |   |                |  |   |                   | 
| | Interest                                                                                                    | $ | -              |  | $ | -              |  | $ | 1,192,911         | 
| | Income taxes                                                                                                | $ | -              |  | $ | -              |  | $ | -                 | 
| |                                                                                                             |   |                |  |   |                |  |   |                   | 
| | Non-cash financing and investing activities:                                                                |   |                |  |   | -              |  |   |                   | 
| | Reclassification
      of
      derivative 
                    liability
      for exercised stock options | $ | 363,292        |  | $ | -              |  | $ | 520,126           | 
| | Stock option
      compensation                                                                             | $ | -              |  | $ | -              |  | $ | 1,370,173         | 
| | Financing charges
      related
      to 
                    modification
      of warrants term           | $ | -              |  | $ | -              |  | $ | 889,117           | 
| | Exchange of notes
      for common shares                                                                   | $ | -              |  | $ | -              |  | $ | 1,727,282         | 
| | Exchange of note
      for future royalty payments                                                          | $ | -              |  | $ | -              |  | $ | 150,000           | 
| | Common shares
      issued for mineral property                                                             | $ | -              |  | $ | -              |  | $ | 304,811           | 
| | Mineral property
      acquired
      through 
                    the
      issuance of long-term debt     | $ | -              |  | $ | -              |  | $ | 1,084,833         | 
| | Common shares
      issued
      upon 
                    conversion
      of convertible debt             | $ | -              |  | $ | -              |  | $ | 414,917           | 
| | Asset retirement obligations                                                                                | $ | 3,995          |  | $ | 3,353          |  | $ | 181,559           | 

13

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|7. | Restatements
|-- | ------------
|   |             
|   | a)          
|   |             
|   |             
|   |             
|   |             
|   |             
|   |             
|   |             
|   |             
|   |             
|   |             

14

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|7. | Restatements (continued)                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                              
|   | The consolidated balance sheet of the Company as at
      December 31, 2009 has been restated for the effect of this change as
      follows:

| |                            |   | As          |   |   |            |   |   |             |  
| | -------------------------- | - | ----------- | - | - | ---------- | - | - | ----------- | -
| |                            |   | previously  |   |   |            |   |   |             |  
| |                            |   | reported    |   |   | Adjustment |   |   | Restated    |  
| | Derivative liability       | $ | -           |   | $ | 2,695,602  |   | $ | 2,695,602   |  
| |                            |   |             |   |   |            |   |   |             |  
| | Additional paid in capital | $ | 4,195,106   |   | $ | (1,064,557 | ) | $ | 3,130,549   |  
| |                            |   |             |   |   |            |   |   |             |  
| | Ending accumulated deficit | $ | (51,837,026 | ) | $ | (1,631,045 | ) | $ | (53,468,071 | )

The impact of the adoption of ASC
  815-40-15 is of a non-cash nature. Therefore, there is no change in total
  operating, investing, and financing activities on the consolidated statement of
  cash flows.

The fair value of the derivative
  liability has been determined using the Black-Scholes option pricing model using
  the following assumptions:

| |                                       | December 31, 2009 | January 1, 2009 
| | ------------------------------------- | ----------------- | ----------------
| |                                       |                   |                 
| | Risk-free interest rate               | 1.47 to 2.77%     | 1.09%           
| | Expected life of derivative liability | 1 to 4.1years     | 1.1 to 2.3 years
| | Expected volatility                   | 60% to 148%       | 116% to 152%    
| | Dividend rate                         | 0.00%             | 0.00%           

15

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|7. | Restatement
      (continued)
|-- | -----------------------------

| | b) | Restatement related to the unaudited interim consolidated
      financial statements for the period ended March 31, 2010 and 2009:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------

| | (i)  | Subsequent to the issuance of the Companys unaudited
      interim consolidated financial statements for the period ended March 31,
      2010, management discovered an error in accounts payable. The Company
      received goods and services for the three months period ended March 31,
      2010 but did not accrue the amount payable. As a result, as of March 31,
      2010 accounts payable and total liabilities were understated by $204,893,
      general and administrative expenses and net loss for the three months
      period ended March 31, 2010 were also understated by $204,893. The impact
      of the understated liability had no impact on the cash used in operating
      activities on the unaudited interim consolidated statements of cash
      flows.                                                              
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii) | As explained in Note 7(a) above, management discovered an
      error in connection with the guidance of ASC 815-40-15 in respect of the
      Companys outstanding stock options. As at January 1, 2009, the date on
      which the guidance of ASC 815-40-15 became effective for the Company,
      these stock options met the criteria of a derivative instrument liability
      because they were exercisable in a currency other than the functional
      currency of the Company and thus do not meet the fixed-for-fixed
      criteria of that guidance. As a result, the Company was required to
      separately account for the stock options as a derivative instrument
      liability recorded at fair value and marked-to-market each period with the
      changes in the fair value each period charged or credited to
      income.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      | As of March 31, 2010 and March 31, 2009, the Company had
      re-measured the remaining outstanding options and determined the fair
      value of the derivative liability to be $2,087,548 and $1,246,263
      respectively using the Black-Scholes option pricing model using the
      following assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                       | March 31, 2010 | March 31, 2009    
| | ------------------------------------- | -------------- | ------------------
| |                                       |                |                   
| | Risk-free interest rate               | 1.73% to 2.90% | 0.27% to 2.44%    
| | Expected life of derivative liability | 1 to 3.8 years | 0.84 to 4.83 years
| | Expected volatility                   | 93% to 111%    | 105% to 183%      
| | Dividend rate                         | 0.00%          | 0.00%             

| | (iii) | During the three months ended March
  31, 2010, a total of 700,000 stock options (2009  Nil) included in the
  derivative liability were exercised. Upon exercise of these options, the portion
  of the derivative liability that pertained to these options was re-measured and
  recorded at its fair value of $363,292. The Company measured the fair value of
  the derivative liability pertaining to the options exercised using the
  Black-Scholes pricing model with the following range of assumptions: expected
  volatility  33% - 78%, expected life  0.01  0.06 years, risk-free discount
  rate  1.17% - 1.29%, dividend yield  0.00% .
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

---

GOLDEN QUEEN MINING CO. LTD.(an exploration stage
      company)Notes to Interim Consolidated Financial StatementsFor the Three Months Ended March 31, 2010(Unaudited)

|7. | Restatements
      (continued)
|-- | ------------------------------

| | b) | Restatement related to the unaudited interim consolidated
      financial statements for the period ended March 31, 2010 (continued):
| | -- | -------------------------------------------------------------------------------------------------------------------------------------

The unaudited interim consolidated
  balance sheet of the Company as at March 31, 2010 has been restated for the
  effect of this change as follows:

| |                            |   | As previously |   |   |            |   |   |             |  
| | -------------------------- | - | ------------- | - | - | ---------- | - | - | ----------- | -
| |                            |   | reported      |   |   | Adjustment |   |   | Restated    |  
| | Accounts payable           | $ | 21,811        |   | $ | 204,893    |   | $ | 226,704     |  
| | Derivative liability       | $ | -             |   | $ | 2,087,548  |   | $ | 2,087,548   |  
| | Additional paid in capital | $ | 4,195,106     |   | $ | (701,265   | ) | $ | 3,493,841   |  
| | Ending accumulated deficit | $ | (52,203,200   | ) | $ | (1,591,176 | ) | $ | (53,794,376 | )

The unaudited interim consolidated
  statements of loss have been restated for the effect of this change as follows:

| |                                                                                                            |   | As previously |   |   |            |   |   |             |  
| | ---------------------------------------------------------------------------------------------------------- | - | ------------- | - | - | ---------- | - | - | ----------- | -
| |                                                                                                            |   | reported      |   |   | Adjustment |   |   | Restated    |  
| | For the three months period ended March 31,
      2010:                                                    |   |               |   |   |            |   |   |             |  
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Decrease in fair value of
      derivative liability                                                       | $ | -             |   | $ | 244,762    |   | $ | 244,762     |  
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | General and administrative
      expenses                                                                  | $ | (362,819      | ) | $ | (204,893   | ) | $ | (567,712    | )
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Net loss and comprehensive
      loss for the period                                                       | $ | (366,174      | ) | $ | 39,869     |   | $ | (326,305    | )
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Cumulative amounts from date
      of inception 
         (November 21, 1985) through March 31,
      2010 | $ | (51,515,099   | ) | $ | (2,055,431 | ) | $ | (53,570,530 | )
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Loss per share                                                                                             | $ | (0.00         | ) | $ | (0.00      | ) | $ | (0.00       | )
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | For the three months period ended March 31,
      2009:                                                    |   |               |   |   |            |   |   |             |  
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Increase in fair value of
      derivative liability                                                       | $ | -             |   | $ | (489,127   | ) | $ | (489,127    | )
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Net loss for the period                                                                                    | $ | (498,277      | ) | $ | (489,127   | ) | $ | (987,404    | )
| |                                                                                                            |   |               |   |   |            |   |   |             |  
| | Loss per share                                                                                             | $ | (0.01         | ) | $ | (0.00      | ) | $ | (0.01       | )

The impact of the adoption of ASC
  815-40-15 is of a non-cash nature. Therefore, there is no change in total
  operating, investing, and financing activities on the consolidated statement of
  cash flows.

17

---

Item 2. Management’s Discussion and Analysis or Plan of Operations

The following discussion of the operating results and financial position of Golden Queen Mining Co. Ltd. (the “Company”) is as at May 14, 2010 and should be read in conjunction with the
interim
consolidated financial statements of the
Company for the quarter ended March 31, 2010 and the notes thereto.

The information in this Management Discussion and Analysis is prepared in accordance with U.S. generally accepted accounting principles and all amounts herein are in US$ unless otherwise noted.

The Soledad Mountain Project

The Company is proposing to develop a gold-silver, open pit, heap leach operation on its Soledad Mountain property (“Property”), located just outside the town of Mojave in Kern County in southern California. Every element of the Soledad
Mountain Project (“Project”) has been rethought and reengineered in the past five years in an effort to find sound technical and cost-effective solutions that will ensure a viable mining operation at foreseeable gold and silver prices.
The review has been supported and complimented by a substantial amount of work done by independent engineers and contractors. This phase of the technical work was completed toward the end of 2008.

Permitting Update

A detailed review of approvals and permits required for the Project is provided in the Company’s latest Form 10-K filing with the SEC. The following is therefore only a note on the supplemental Environmental Impact Report (“SEIR”),
which has been prepared for the Project.

The Company completed an Application for a revised Surface Mining and Reclamation Plan, which was submitted to the Kern County Planning Department (the “Planning Department”) in April 2007. The Planning Department completed its review of
the Application and deemed the Application complete as set out in July 2007. The Planning Department noted that changes proposed for the Project constituted new information that required evaluation of potential impacts and mitigation in a SEIR. The
Planning Department issued a Request for Proposal to prepare the SEIR to a total of 17 qualified consultants in October 2007. The Chambers Group was awarded the contract to prepare the SEIR. The Company signed an agreement with the Planning
Department in February 2008 and made a payment of $55,000 which was 50% of the cost of preparing the SEIR. This agreement was approved by the Kern County Board of Supervisors at its regular meeting on March 11, 2008.

The kickoff meeting with the Chambers Group was held on the afternoon of March 12, 2008. The Chambers Group completed the initial review of information provided by the Planning Department and issued a draft Notice of Preparation by mid-June. The
Planning Department then terminated the agreement with the Chambers Group due to a conflict of interest related to another project. The Planning Department mailed the Notice of Preparation and the supporting reports to agencies on the mailing list
on August 18 with a deadline for responses by September 17. A total of 66 sets of information were mailed by the Planning Department directly plus a further 15 sets were mailed by the State Clearinghouse.

The Planning Department held an SEIR scoping meeting in their offices in Bakersfield on September 12, 2008 and there was only minimal attendance and no comments.

The State Office of Mine Reclamation (“OMR”) accompanied by the Planning Department and H.L. Klingmann, the president of the Company, held a due diligence review on site on September 16, 2008. The OMR indicated that it would require
additional time beyond the deadline for a response of September 17 to prepare comments on the Project. A total of 9 responses had been received by the Planning Department by September 17 and two additional responses were received toward the end of
September for a total of 11 responses.

A consultant, RGP Planning and Development Services, was selected to continue with the preparation of the SEIR and the agreement with the consultant was approved by the Kern County Board of Supervisors at its regular meeting on October 14, 2008. The
cost of the work to be done by RGP Planning and Development Services was $123,800 and the Planning Department requested that the full amount be paid in a letter dated September 22, 2008 and this payment was made on September 25, 2008.

A kickoff meeting was held on site on October 29, 2008 attended by RGP Planning and Development Services, the Planning Department, legal counsel for the Company and H.L. Klingmann.

---

The Company submitted responses to ten of the comment letters referred to above to the Planning Department on November 27 and responses to the OMR’s comment letter on December 16, 2008.

The Company’s consulting engineers did extensive studies to confirm the feasibility of backfilling mined-out phases of the open pit in early 2009. The studies were presented to the Planning Department in a meeting in Bakersfield on March 11.
The Company subsequently revised the Project Description to include the backfilling studies and the Application for the revised Surface Mining and Reclamation Plan. A final revision of the Application was in the hands of the Planning Department on
May 25.  The Company recognizes that the reviews by the Planning Department have added to the overall quality of the Application.

The Planning Department requested that the Air Quality Assessment and Health Risk Assessment for the Project be redone in February 2009 to provide current information for the SEIR. This study was completed and in the hands of the Planning Department
and the Air Pollution Control District on July 21.

RGP Planning and Development Services submitted the draft SEIR to the Planning Department on September 9 and this was distributed by the Planning Department as lead agency under the provisions of the California Environmental Quality Act
(“CEQA”) on January 11, 2010 to approximately 430 recipients with a notification of release to 985 recipients. This officially started the 45-day review period for the draft SEIR.

The 45-day review period for the draft SEIR concluded at 5:00 p.m. on February 25, 2010. As of the conclusion of the review period, the Planning Department had received 26 responses, including letters supporting the project, letters with project
concerns, and letters from regulatory agencies designated as responsible agencies under CEQA. Comments were also received from the State of California on the reclamation plan provisions. The lead agency will respond in writing to the comments
received as of February 25, 2010, as part of the final SEIR. The Company will support the lead agency’s effort by supplying any additional information that is requested. As required by CEQA, the lead agency will provide written responses to
those who commented no later than 14 days prior to the project’s consideration by the Kern County Planning Commission.

The Kern County Planning Commission formally considered the Project at a public hearing held on April 8. At the hearing, the Planning Commission, consisting of a panel of three commissioners, unanimously approved the Project. The Planning Department
subsequently received notice of two appeals of the April 8 decision. The appeals were filed by a regulatory agency of the State of California relating to reclamation plan provisions and by a private landholder. The Kern County Board of Supervisors
is presently set to consider the appeals at its regularly scheduled meeting on May 25. The Company is actively working with the Planning Department to resolve outstanding items in preparation for the hearing.

It is important to note that the Bureau of Land Management has confirmed that its Record of Decision approving the Plan of Operations under NEPA in November 1997 remains valid and that no additional reviews or approvals are required before GQM can
proceed with the Project.

Results of Operations

Following are the results of operations for the three months ended March 31, 2010 and March 31, 2009.

The Company had no revenue from operations.

The Company incurred general and administrative expenses of $
567,712
(2009 - $497,360).

The following significant costs were incurred during the quarter:

- $58,774 for ongoing work on the occurrence of arsenic in groundwater, a review of the use of cyanide in heap leaching, a study on the occurrence of mercury; review of the draft Waste Discharge Requirements for the Project and general support
    required for the approvals and permitting process;
- $160,879 for legal fees incurred for ongoing work on the supplemental EIR. Additional legal fees in connection with the SEIR are expected to be incurred in subsequent quarters;
- $110,177 for ongoing mine design and drafting support;

Interest income of $640 (2009 - $2,436) was lower by $1,796 as there was less cash on deposit and interest rates remained low during the quarter. There was no interest expense during the quarter.

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The Company incurred a net loss of
  $326,305
  (or $0.00 per
share) during the quarter as compared to a net loss of
  $987,404
  (or $0.01 per
share) during the first quarter of 2009.

Summary of Quarterly Results

Results for the eight most recent quarters are set out in the
table below.

Results for the
          quarter ending on:
        March 31, 2010
        Dec. 31, 2009
        Sept. 30, 2009
        June 30, 2009Item
        $
        $
        $
        $Revenue
        Nil
        Nil
        Nil
        NilNet loss for the quarter
        326,305
        1,239,360
        1,057,149
        1,230,829Net loss per share
        0.00
        0.02
        0.01
        0.01


Results for the
          quarter ending on:
        March 31, 2009
        Dec. 31, 2008
        Sept. 30, 2008
        June 30, 2008Item
        $
        $
        $
        $Revenue
        Nil
        Nil
        Nil
        NilNet loss for the quarter
        987,404
        1,223,439
        923,380
        1,224,663Net loss per share
        0.01
        0.02
        0.01
        0.01


The results of operations can vary from quarter to quarter
depending upon the nature, timing and cost of activities undertaken during the
quarter and whether or not the Company incurs gains or losses on foreign
exchange, grants stock options or makes adjustments on quarterly or annual
financial statements.

Reclamation Financial Assurance and Asset Retirement
Obligation

The Company provided reclamation financial assurance in the
form of an Irrevocable Payment Bond Certificate with Union Bank of California in
the amount of $286,653 on October 21, 2009. The financial assurance is
reassessed annually and the estimate for reclamation of historical disturbances
on the property is
  $286,653
for 2010.

The asset retirement obligation accrual is estimated at
$181,559 and this is shown as a liability on the consolidated balance sheet. The
actual obligation could differ materially from these estimates.

Advance Minimum Royalties

Advance minimum royalties of $19,750 were paid to landholders
in the first quarter of 2010.

A mining lease agreement with one group of landholders expired
in 2004 and the Company has prepared a new mining lease agreement for discussion
with the group of landholders.

Mining lease agreements with groups of landholders expire in
June and July of 2010 and discussions are under way with these groups of
landholders for an extension of the agreements.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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Stock Option Plan

The Company prepared a new stock option plan (“New Plan”) to replace its existing stock option plan. The New Plan provides a fixed number of 7,200,000 common shares of the Company that may be issued pursuant to the grant of options. The
exercise price of all stock options shall be determined by the Company’s Board of Directors, but it shall not be less than the last price at which the Company’s shares were issued prior to the award date or the closing price on the day
immediately preceding the award date. The expiry date of the option shall be the date so fixed by the Board, unless the option holder dies or ceases to be employed as a director or as a consultant prior to the date fixed by the Board.

The Company granted 1,950,000 stock options to directors, officers and consultants of the Company pursuant to the new plan on January 28, 2009. The options are exercisable at a price of C$0.26 per share for a period of 5 years from the date of
grant. The new plan and the stock options were approved by the shareholders of the Company at the 2009 annual general meeting, which was held on May 21, 2009.

Transactions with Related Parties

Mr. H. Lutz Klingmann was paid $34,500 (2009 - $27,600) for services as President and Mr. Chester Shynkaryk was paid $4,300 (2009 – 3,600) for consulting services to the Company during the quarter

There were no other related party transactions during the quarter ended March 31, 2010.

Fair Value of Financial Instruments

The carrying amount reported in the balance sheets for cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value because of the immediate or short-term maturity of these financial instruments. The company
does not hold any bank or non-bank asset-backed commercial paper. The fair value of the reclamation financial assurance approximates carrying value because the stated interest rate reflects recent market conditions. It is the opinion of management
that the Company is not exposed to significant interest, currency or credit risk arising from the use of these financial instruments.

Liquidity and Capital Resources

Four directors exercised a total of 700,000 options on shares for proceeds of C$245,000 during the quarter.

The Company held $2,131,139 in cash and cash equivalents on March 31, 2010. The Company has no long-term debt.

Management plans to control costs and does not expect that additional cash will be required (prior to securing production financing) beyond cash currently on hand for ongoing work on approvals and permits for the Project, for bringing current the
remaining advance minimum royalties owing to landholders, for additional property purchases, for ongoing work on site and for general corporate purposes to the end of 2010.

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Outstanding Share Data

The number of shares issued and outstanding and the fully
diluted share position are set out in the table below.

Golden Queen Mining Co. Ltd.

|Item                                                        | No. of Shares |                |               
|----------------------------------------------------------- | ------------- | -------------- | --------------
|Shares issued and
    outstanding on Dec. 31, 2008          | 85,640,883    |                |               
|Shares issued
    pursuant to a private placement           | 2,337,500     |                |               
|Shares issued
    pursuant to the exercise of stock options | 400,000       |                |               
|Shares issued
    and outstanding on Dec. 31, 2009          | 88,378,383    |                |               
|Shares issued
    pursuant to the exercise of stock options | 700,000       |                |               
|                                                            | 89,078,383    | Exercise Price | Expiry Date   
|                                                            |               | C$0.35 &       | 9/02/10 &     
|Director and
    employee stock options                     | 1,200,000     | C$0.77         | 20/04/11      
|Director and
    employee stock options                     | 1,950,000     | C$0.26         | 28/01/14      
|Shares to be issued
    as a finders fee                    | 100,000       | Not Applicable | Not Applicable
|Bonus shares to be issued to H.L. Klingmann                 | 300,000       | None           | None          
|Fully diluted on March 31, 2010                             | 92,628,383    |                |               

The company's authorized capital is 100,000,000 common shares
with no par value.

Outlook

The Company plans to put the Project into production as an open
pit heap leach operation and to construct facilities to process ore at a rate of
4.5 million tonnes (5.0 million tons) per year and these have been reduced from
the earlier planned mining rates. Projected life of the open pit heap leach
operation has increased from 7 years to 12 years. The Company also plans to
produce and sell aggregate for up to 30 years. These plans are subject to
management making a production decision.

Management is evaluating financing options with a view to
making a production decision as soon as approvals and permits have been secured.

If approvals and permits are secured for the Project and a
production decision is made, the Company will need significant additional
financing to develop the Project into an operating mine. Capital costs for
mining projects are increasing rapidly and the Company is currently
re-estimating these costs. The Company believes that financing for the Project
can be secured if gold and silver prices remain at or above $600.00/oz and
$12.50/oz respectively and these are the prices used for the feasibility study
base case cash flow projections that were released on December 14, 2007. Gold
and silver prices averaged $972.35/oz and $14.67/oz in 2009 and closing prices
on May 12, 2010 were $1,238.75/oz and $19.43/oz respectively.

It is not expected that the Company will hedge any of its gold
or silver production.

The ability of the Company to put the Project into production
is subject to numerous risks, certain of which are disclosed in the Companys
latest Form 10-K filing with the SEC. Readers should evaluate the Companys
prospects in light of these and other risk factors.

Application of Critical Accounting Estimates

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

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Mineral Property and Exploration Costs

Exploration costs are expensed as incurred. Development costs are expensed until it has been established that a mineral deposit is commercially mineable and a production decision has been made by the Company to implement a mining plan and develop a
mine, at which point the costs subsequently incurred to develop the mine on the property prior to the start of mining operations are capitalized.

The Company capitalizes the cost of acquiring mineral property interests, including undeveloped mineral property interests, until the viability of the mineral interest is determined. Capitalized acquisition costs are expensed if it is determined
that the mineral property has no future economic value. Exploration stage mineral interests represent interests in properties that are believed to potentially contain (i) other mineralized material such as measured, indicated or inferred resources
with insufficient drill hole spacing to qualify as proven and probable mineral reserves and (ii) other mine-related or green field exploration potential that are not an immediate part of measured or indicated resources. The Company’s mineral
rights are generally enforceable regardless of whether or not proven and probable reserves have been established. The Company has the ability and intent to renew mineral rights where the existing term is not sufficient to recover undeveloped mineral
interests.

Capitalized amounts (including capitalized development costs) are also written down if future cash flows, including potential sales proceeds, related to the mineral property are estimated to be less than the property’s total carrying value.
    Management reviews the carrying value of each mineral property periodically, and, whenever events or changes in circumstances indicate that the carrying value may not be recoverable, makes the necessary adjustments. Reductions in the carrying value
    of a property would be recorded to the extent that the total carrying value of the mineral property exceeds its estimated fair value. No write down was recorded in mineral property interests for the periods ended March 31, 2010 and 2009.

Asset Retirement Obligations

In accordance with the Accounting for Asset Retirement Obligations, the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense
    using a systematic and rational method.  The Company has recorded an asset retirement obligation to reflect its legal obligations related to future abandonment of its mineral property using estimated expected cash flow associated with the obligation
    and discounting the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company reassesses the obligation to determine whether or not a change in any estimated obligation is necessary. The asset retirement obligation
    recorded as a liability on the consolidated balance sheet was $181,559 and $177,564 respectively as at March 31, 2010 and December 31, 2009.

Derivative Liabilities

Our stock options are denominated in a currency other than our functional currency and the instruments were required to be accounted for as separate derivative liabilities. These liabilities were required to be measured at fair value. These
    instruments were adjusted to reflect fair value at each period end. Any increase or decrease in the fair value was recorded in results of operations as change in fair value of derivative liabilities. In determining the appropriate fair value, we
    used the Black-Scholes pricing model.

Recently Issued Accounting Standards

A summary of Recently Issued Accounting Standards is provided in Item 7 of the Company’s latest Form 10-K/A filing with the SEC.

Qualified Person and Caution With Respect to Forward-looking Statements

Mr. H. Lutz Klingmann, P.Eng., the president of the Company, is a qualified person for the purposes of National Instrument 43-101 and has reviewed and approved the technical information in this report.

This report contains certain forward-looking statements, which relate to the intent, belief and current expectations of the Company’s management. These forward-looking statements are based upon numerous assumptions that involve risks and
uncertainties and other factors that may cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include among other things the receipt of required approvals and permits, the costs of and
availability of sufficient capital to fund the projects to be undertaken by the Company,

---

commodity prices and other factors.  Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date the statements were made.

Caution to U.S. Investors

Management advises U.S. investors that while the terms “measured resources”, “indicated resources” and “inferred resources” are recognized and required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize these terms. U.S. investors are cautioned not to assume that any part or all of the material in the mineral resource categories will be converted into mineral reserves.

Additional Information

Further information on Golden Queen Mining Co. Ltd. is available on the SEDAR web site at www.sedar.com and on the Company’s web site at www.goldenqueen.com.

Item 4. Controls and Procedures

Restatement

In addition to items noted above, our company has effected restatements of its financial results for the periods ended March 31, 2010 and 2009.  The restatements were to correct a bookkeeping error in accounts payable as of March 31, 2010 and an error that was made in connection with the Company’s adoption of a new accounting pronouncement, ASC 815-40-15 which came into effect on January 1, 2009 and for each of the reporting period thereafter.  These restatements result in net decrease in net loss of $39,869 for the period ended March 31, 2010, an increase in the ending deficit by $1,591,176 and a decrease in additional paid in capital by $701,265 and an increase in total liabilities by $2,292,441.  This restatement had no effect on our cash flows or loss per share for the period ended March 31, 2010.

Disclosure of Controls and Procedures

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of disclosure controls and procedures and remediation

A material weakness is a deficiency, or a combination of deficiencies, in our disclosure controls and procedures such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the restatements, we identified material weaknesses in our disclosure controls and procedures and have noted as follows:

|a. | The Company does not review certain expenditures in a U.S. bank account on a regular basis; and                        
|-- | -----------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                        
|b. | The Company does not have the proper procedure for recording and reporting changes in the US dollar to Canadian dollar.

In connection with this quarterly report, as required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out a re-evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This re-evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's Chief Executive Officer and Chief Financial Officer.  Based upon that evaluation, our Company's Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2010, our disclosure controls and procedures were not effective as at the end of the period covered by this report.

---

On December 7, 2010, the Company filed a Form 8-K disclosing that following an internal review by our Company and our independent auditors, the Company would restate its historical financial statements in our quarterly report for the period ended March 31, 2010.  Our conclusion to restate the above period resulted in the company recognizing that its disclosure controls and procedures were not effective as of the period ended March 31, 2010 and constituted material weaknesses.

To  address  these  material  weaknesses, we will perform additional analyses and other  procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and  cash  flows  for  the  periods  presented.

To  remediate  the  material  weakness  in  our  disclosure  controls  and procedures  identified  above,  in  addition  to  working  with  our independent auditors,  will continue to refine our internal procedures to alleviate this weakness and will consider adding human resources with experience in generally accepted accounting principles (GAAP) and are committed to ongoing education in this area as a well as a defined process to prepare such calculations.

Limitations on the effectiveness of disclosure controls
and procedures

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments, in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions above the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial
Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2010 that would have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II  OTHER INFORMATION

Item 6. Exhibits

|31.1 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of
  the U.S. Securities Exchange Act of 1934
|---- | ---------------------------------------------------------------------------------------------------
|     |                                                                                                    
|32.1 | Section 1350 Certification of the Principal Executive
      Officer and Principal Financial Officer

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:
  January 25, 2011

GOLDEN QUEEN MINING CO. LTD.(Registrant)By:
    /s/
      Lutz KlingmannLutz KlingmannPrincipal Executive Officer
  andPrincipal Financial Officer






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