Filed by sedaredgar.com - Golden Queen Mining Co. Ltd. - Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008

[      ] 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 Avenue
West Vancouver, British Columbia
V7W 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 [ 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 June 30, 2008 the registrant’s outstanding common stock consisted of 85,640,880 shares.


PART I. FINANCIAL INFORMATION

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 Part I filing of management’s discussion and analysis or plan of operations.

Item 4(T). 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 controls and procedures.

PART II –OTHER INFORMATION

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

At the Annual General Meeting of the holders of Common Shares of the Company held on May 28, 2008, the shareholders voted on the following matters:

1.

Election of Directors. The following nominees were elected as directors to serve until the next annual general meeting of the shareholders:

     
H. Lutz Klingmann
    For: 31,132,523
    Withheld: 139,226
     

Edward G. Thompson

    For: 31,135,723
    Withheld: 136,026
     

Gordon Gutrath

    For: 31,140,558
    Withheld: 131,191
     

Chester Shynkaryk

    For: 31,132,623
    Withheld: 139,126
     
Landon Clay
    For: 31,143,658
    Withheld: 128,091
     



2.

Appointment of Auditors. The shareholders approved the reappointment of BDO Dunwoody as auditor of the Company until the next annual general shareholder meeting.

     
    For: 30,698,640
    Withheld: 573,109

3.

2008 Stock Option Plan. The shareholders defeated the motion to approve the adoption of the 2008 stock option plan, reserving a maximum of 7,200,000 common shares for issuance under the plan.

     
    For: 3,411,730
    Against: 18,370,074

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

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: August 14, 2008 GOLDEN QUEEN MINING CO. LTD.
  (Registrant)
     
     
  By: /s/ Lutz Klingmann
    Lutz Klingmann
    Principle Executive Officer and
    Principle Financial Officer