Golden Queen Mining Consolidated 10Q/A 2010 Q1 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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 endedMarch 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 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 [ ] 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.

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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

(US dollars)

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.

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

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.

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)

Balance carried forward from previous page	16,533,400	$	20,875,969	$	-		$	-		$	(1,690,977	)	$	19,184,992

Issuance of common shares for cash	18,000		10,060		-			-			-			10,060
Issuance 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	)		18,722,298

Issuance of common shares for cash	157,000		157,050		-			-			-			157,050
Issuance of 3,500,000 special warrants	-		5,287,315		-			-			-			5,287,315
Issuance of common shares for special warrants	3,500,000		-		-			-			-			-
Options to non-employee directors	-		-		-			70,200			-			70,200
Special 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	)		23,025,681

Issuance of common shares upon exercise of warrants	1,834,300		857,283		-			-			-			857,283
Issuance of common shares through conversion of debt	2,017,941		1,000,000		-			-			-			1,000,000
Share issuance costs	-		-		-			-			(6,060	)		(6,060	)
Issuance of common shares for cash	5,236,000		2,439,753		-			-			-			2,439,753
Options and re-priced options to non- employee directors	-		-		-			107,444			-			107,444
Net loss for the year	-		-		-			-			(971,595	)		(971,595	)

Balance, December 31, 1998	34,796,641		30,627,430		-			177,644			(4,352,568	)		26,452,506

Issuance of 13,250,000 special warrants	-		3,350,915		-			-			-			3,350,915
Special 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	)		29,072,144

Cumulative effect of change in accounting for stock options	-		-		-			(177,644	)		-			(177,644	)
Stock subscription	-		-		200,000			-			-			200,000
Net 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	)		386,224
Issuance of common shares through conversion of debt	406,250		65,000		-			-			-			65,000
Issuance 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.

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)

Balance carried forward from previous page	49,991,353	$	34,243,345	$	-	$	-	$	(34,057,517	)	$	185,828

Issuance of common shares through exercise of options	290,000		37,234		-		-		-			37,234
Issuance of common shares through exercise of warrants	1,520,836		243,334		-		-		-			243,334
Stock option compensation	-		-		-		21,456		-			21,456
Share 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	)		136,033

Issuance of common shares through exercise of options	100,000		24,379		-		-		-			24,379
Equity component of convertible notes	-		-		-		375,000		-			375,000
Stock option compensation	-		-		-		127,326		-			127,326
Net 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		-		-		-			3,036,282
Issuance of common shares for convertible notes	978,260		225,000		-		-		-			225,000
Issuance of common shares through exercise of options	200,000		55,861		-		-		-			55,861
Share 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	)		1,424,140

Issuance of common shares through exercise of options	110,000		21,049		-		-		-			21,049
Stock option compensation	-		-		-		48,592		-			48,592
Net 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	)		17,457

Issuance of common shares through private placement	7,200,000		1,614,716		-		1,520,899		-			3,135,615
Issuance of common shares through exercise of options	100,000		30,853		-		-		-			30,853
Issuance of common shares through exercise of warrants	8,978,260		4,659,173		-		-		-			4,659,173
Issuance of common shares for convertible notes	652,174		150,000		-		39,917		-			189,917
Stock option compensation	-		-		-		814,810		-			814,810
Modification of warrants	-		-		-		889,117		-			889,117
Share 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	)		4,764,018

Issuance of common shares for exercise of options	290,000		127,652		-		-		-			127,652
Issuance of common shares for property	30,000		24,600		-		-		-			24,600
Net 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	)		2,909,788

Issuance of common shares through exercise of warrants	7,200,000		4,184,425		-		-		-			4,184,425
Net 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.

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)

Balance carried forward from previous page	85,640,883	$	48,677,903	$	-	$	3,837,117		$	(49,417,584	)	$	3,097,436

Cumulative 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		-		-			-			1,396,646
Issuance of common shares through exercise of options (Note 4)	400,000		131,085		-		-			-			131,085
Reclassification of derivative liability on the exercise of stock options (Note 7)	-		-		-		156,834			-			156,834

Net 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		-		-			-			234,113
Reclassification of derivative liability on the exercise of stock options (Note 7)	-		-		-		363,292			-			363,292
Net 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.

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.

GOLDEN QUEEN MINING CO. LTD.
(an exploration stage company)
Notes to Interim Consolidated Financial Statements
For 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.

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

2.	Significant Accounting Policy

	Recent Accounting Pronouncements

	(i)	In January 2010, the FASB issued ASU No. 2010-06,Improving Disclosures about Fair Value Measurements, which requires additional disclosures about the amounts of and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements. This standard also clarifies existing disclosure requirements related to the level of disaggregation of fair value measurements for each class of assets and liabilities and disclosures about inputs and valuation techniques used to measure fair value for both recurring and non-recurring Level 2 and Level 3 measurements. Since this new accounting standard only required additional disclosure, the adoption of the standard did not impact the Company’s consolidated financial statements. This standard will require additional disclosure and require the Company to present disaggregated information about activity in Level 3 fair value measurements on a gross basis, rather than one net amount.

	(ii)	In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09, “Subsequent Event (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”. ASU 2010-09 removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The adoption of this standard is not expected to have a material effect on the Company’s interim consolidated financial statements.

	(iii)	In April 2010, the FASB issued Accounting Standards Update 2010-13, “Compensation – Stock Compensation (Topic 718). The objective of this update is to address the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. It provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this update should be applied by recording a cumulative- effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The Company is currently evaluating the impact of this update on the financial statements.

	(iv)	In June 2009, new guidance relating to the accounting for transfers of financial assets was issued. The new guidance, which was issued as,Accounting for Transfers of Financial Assets, has not yet been adopted into Codification. The new standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The new guidance is effective for fiscal years beginning after November 15, 2009. The adoption of the standard did not have an impact on the Company’s financial statements.

GOLDEN QUEEN MINING CO. LTD.
(an exploration stage company)
Notes to Interim Consolidated Financial Statements
For 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:

			Weighted
			Average
	Shares		Exercise Price
Options outstanding, January 1, 2009	2,300,000		C$0.57
Granted	1,950,000		C$0.26
Exercised	(400,000	)	C$0.35
Options outstanding, December 31, 2009	3,850,000		C$0.44
Exercised	(700,000	)	C$0.35

Options 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.

GOLDEN QUEEN MINING CO. LTD.
(an exploration stage company)
Notes to Interim Consolidated Financial Statements
For 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.

GOLDEN QUEEN MINING CO. LTD.
(an exploration stage company)
Notes to Interim Consolidated Financial Statements
For 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

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

7.	Restatements

	a)	Subsequent to the issuance of the Company’s December 31, 2009 consolidated financial statements, and the unaudited interim consolidated financial statements for the period ended March 31, 2010, 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.

		The transition provisions of ASC 815-40-15 require cumulative effect adjustments as of January 1, 2009 to reflect the amounts that would have been recognized if derivative fair value accounting had been applied from the original issuance date of an equity-linked financial instrument through the implementation date of the revised guidance. Thus, the Company calculated the value of the derivative liability associated with the stock options at the date of their issuances and recorded the change in the fair value of the derivative liability from the date of the grant of the options up to January 1, 2009. Additionally, in conjunction with the foregoing, the previously calculated amounts in respect of the additional paid-in capital were reversed.

		The cumulative effect of this change in accounting principle of $399,147 has been recognized as a decrease of the opening balance of the accumulated deficit of $464,255 and a decrease in the opening balance of additional paid-in capital of $863,402 as of January 1, 2009, with corresponding adjustments at January 1, 2009 to recognize a derivative liability of $399,147.

		Stock-based compensation of $357,989 in respect of stock options granted in 2009, previously recorded as additional paid-in capital, was reclassified as derivative liability in connection with the adoption of these pronouncements.

		During the year ended December 31, 2009, a total of 400,000 stock options included 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 $156,834, subsequent to which it was reclassified to additional paid-in capital. 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 – 100.45% - 108.23%, expected life – 0.28 – 0.44 years, risk-free discount rate – 1.23% - 1.52%, dividend yield – 0.00%.

		As of December 31, 2009, the Company had re-measured the remaining outstanding options and determined the fair value of the derivative liability to be $2,695,602.

GOLDEN QUEEN MINING CO. LTD.
(an exploration stage company)
Notes to Interim Consolidated Financial Statements
For 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%

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

7.	Restatement (continued)

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% .

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

7.	Restatements (continued)

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.

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.

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, 2009
Item	$	$	$	$
Revenue	Nil	Nil	Nil	Nil
Net loss for the quarter	326,305	1,239,360	1,057,149	1,230,829
Net 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, 2008
Item	$	$	$	$
Revenue	Nil	Nil	Nil	Nil
Net loss for the quarter	987,404	1,223,439	923,380	1,224,663
Net 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.

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.

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. ofShares
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:

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 t here 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

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 Klingmann
	Lutz Klingmann
	Principal Executive Officer and
	Principal Financial Officer

Golden Queen Mining Consolidated (GQMNF) 10-Q/A2010 Q1 Quarterly report (amended)