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 endedSeptember 30, 2009
[ ] 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 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 October 31, 2009 the registrant’s outstanding common stock consisted of88,378,380 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 requirePart I filing of the quarterly financial statements.
The Registrant 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 requirePart 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 requirePart I filing of controls and procedures.
PART II – OTHER INFORMATION
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On July 29, 2009, the Registrant completed a non-brokered private placement of 2,337,500 common shares of the Registrant at a price of $0.65 per share for proceeds of $1,519,375. The shares were offered and sold to accredited investors pursuant to the provisions of Rule 106 of Regulation D under the U.S.Securities Act of 1933and to non-U.S. investors pursuant to Regulation S under the Securities Act of 1933.
The shares are subject to a four-month hold period and may not be resold or transferred until November 30, 2009 under Canadian securities laws. The shares are also restricted pursuant to Rule 144 promulgated under the U.S.Securities Act of 1933.
Net proceeds of this offering is allocated to general working capital.
| 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: November 13, 2009 | ||
| GOLDEN QUEEN MINING CO. LTD. | ||
| (Registrant) | ||
| By: | /s/ Lutz Klingmann | |
| Lutz Klingmann | ||
| Principle Executive Officer and | ||
| Principle Financial Officer | ||