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

FORM 10-QSB

x 
  QUARTERLY REPORT PURUSANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
  ACT OF 1934For the quarterly period ended **June 30, 2005**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 Avenue 
  Vancouver, British Columbia V7W 2J5 Canada
  (Address of principal executive offices)

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

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

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

Indicate by check mark whether the issuer (1) has filed all
  reports required to be filed by Section 13 or 
  15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
  (or for such shorter period
  that the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for
  the past 90 days.   Yes xNo  ̈

The number of outstanding shares of the issuer’s common
  stock at August 1, 2005 was 61,190,446 shares.

Transitional Small Business Disclosure Format:    Yes  ̈No x

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GOLDEN QUEEN MINING CO. LTD.QUARTERLY REPORT ON FORM 10-QSB
  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

TABLE OF CONTENTS

|                              |                                                                  | Page
|----------------------------- | ---------------------------------------------------------------- | ----
|                              |                                                                  |     
|PART I: Financial Information |                                                                 
|                              |                                                                  |     
|Item 1.                       | Consolidated Financial Statements                                | 1   
|                              |                                                                  |     
|Item 2.                       | Management’s Discussion and Analysis
      or Plan of Operations | 1   
|                              |                                                                  |     
|Item 3.                       | Controls and Procedures                                          | 1   
|                              |                                                                  |     
|Part II: Other Information    |                                                                 
|                              |                                                                  |     
|Item 4.                       | Submission of Matters to a Vote of Security
      Holders        | 1   
|                              |                                                                  |     
|Item 6.                       | Exhibits                                                         | 2   
|                              |                                                                  |     
|SIGNATURES                    | 3                                                               

ii

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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 I filing of the quarterly financial statements.

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

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

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

Item 3. Controls and Procedures

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

PART II

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

At the Annual General and Extraordinary Meeting of the holders
  of Common Shares of the Company held on June 6, 2005, the shareholders voted
  on the following matters:

|1. | Fixing Number of Directors.
        The shareholders approved the motion to fix the number of Directors at
        four (4).                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|2. | Election of Directors.The following nominees were elected as directors to serve until the
        next annual general meeting of the shareholders:
|   |                                                                                                                                                   
|   |                                                                                                                                                   

1

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| |  | Gordon Gutrath 
                  For: 19,971,268
        
                  Withheld: 20,404
      Chester Shynkaryk 
                  For: 19,971,268
        
                  Withheld: 20,404
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Appointment of Auditors.The shareholders approved the reappointment
      of BDO Dunwoody as auditor of the Company until the next annual general
      shareholder meeting.                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | For: 19,976,722
                 Withheld: 20,000                                                                                                                                                                                                                                                                           
|  
|4. | Special Resolution: Removal of Pre-Existing Company Provisions.
      The shareholders defeated* the motion to remove pre-existing company provisions
      set forth in Part 16 of the Regulations of the Business Corporations
      Act(British Columbia). A 75% majority is required to pass a special
      resolution.
|  
|   | For: 6,353,558
                 Against: 7,086,645                                                                                                                                                                                                                                                                          
|  
|5. | Special Resolution: Increase in Authorized Capital. The shareholders
      defeated* the motion to increased the authorized capital of the Company
      to an unlimited number of common shares.                                                                                                                           
|  
|   | For: 12,320,042
                 Against: 7,658,680                                                                                                                                                                                                                                                                         

* A 75% majority is required to pass a special resolution.

Item 6. Exhibits

Exhibits.

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

2

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SIGNATURES

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

|Dated: | August 22, 2005 |                                          
|------ | --------------- | -----------------------------------------
|       |                 | Golden Queen Mining Co. Ltd.             
|       |                 |                                          
|       |                 | By: /s/ H. Lutz Klingmann                
|       |                 | H. Lutz Klingmann                        
|       |                 | President and Principal Financial Officer

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