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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 10-QSB

[ x ] QUARTERLY REPORT PURUSANT TO SECTION 13 OR 15 (d) OF THE
  SECURITIES EXCHANGE ACT OF 1934 
  For the quarterly period ended March 31, 2006 
  OR
  []
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934 
  For the transition period from ______________ to _______________

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

|Province of British Columbia                   | 0-21777                  | Not Applicable                   
|---------------------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
None

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

Securities registered pursuant to section 12(g) of the Act:
Common Stock, without par value

Indicate by check mark whether the issuer (1) has filed all reports
  required to be filed by Section 13 or 15(d) 
  of the Securities Exchange Act of 1934 during the preceding 12 months (or for
  such shorter period that 
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements 
  for the past 90 days. Yes [ x ] No []

The number of outstanding shares of the issuers common stock at
May 12, 2006 was 69,368,706 shares.

Transitional Small Business Disclosure Format: []
  No [ x ]

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GOLDEN QUEEN MINING CO. LTD.QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY 
  PERIOD ENDED MARCH 31, 2006

TABLE OF CONTENTS

|                              | Page                                                      
|----------------------------- | ----------------------------------------------------------
|PART I: Financial Information |                                                           
|Item 1:                       | Consolidated Financial Statements                         
|Item 2:                       | Managements Discussion and Analysis or Plan of Operations
|Item 3:                       | Controls and Procedures                                   
|Part II: Other Information    |                                                           
|Item 6:                       | Exhibits                                                  
|                              |                                                           
|SIGNATURES                    | 2                                                         

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PART I

Item 1. Financial Statements

In accordance with the Securities and Exchange Commissions
Exchange Act Rule 240. 13a-13-c, and having met all of the conditions set
forth therein, Golden Queen Mining Co. Ltd. is excluded from the provisions
which require Part Ifiling of the quarterly financial statements.

The Company has been in the exploration and development stage
of its business and has had no reported revenues from operations since
inception.

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

In accordance with the Securities and Exchange Commissions
Exchange Act Rule 240.13a -13-c, and having met all of the conditions set
forth therein, Golden Queen Mining Co. Ltd. is excluded from the provisions
which require Part I filing of managements discussion and analysis or
plan of operations.

Item 3. Controls and Procedures

In accordance with the Securities and Exchange Commissions
Exchange Act Rule 240.13a -13-c, and having met all of the conditions set
forth therein, Golden Queen Mining Co. Ltd. is excluded from the provisions
which require Part I filing of managements discussion and analysis or
plan of operations.

PART II

Item 6. Exhibits

Exhibits.

|31.1 | Rule 13a-14(a)/15d-14(a) Certifications
|---- | ---------------------------------------
|     |                                        
|32.1 | Section 1350 Certifications            

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SIGNATURES

In accordance with section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: May 15, 2006

Golden Queen Mining Co.
Ltd.

By: /s/ H. Lutz KlingmannH. Lutz KlingmannPresident and Principal Financial Officer

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