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|EXHIBIT 31.1                               
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|CERTIFICATIONS                             
|PURSUANT TO RULE 13a-14(a) OR 15d-14(a)    
|OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

I, H. Lutz Klingmann, certify that:

|1. | I have reviewed this report on Form 10-KSB/A for the fiscal
        year ended December 31, 2006 of Golden Queen Mining Co. Ltd.                                                                                                                                                                                                                      
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|   |                                                                                                                                                                                                                                                                                                                                                       
|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;           
|   |                                                                                                                                                                                                                                                                                                                                                       
|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the small business issuer as of, and for, the periods presented
      in this report;                            
|   |                                                                                                                                                                                                                                                                                                                                                       
|4. | The small business issuers other certifying officer(s)
      and I are responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
      for the small business issuer and have:                                                                                
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|   | a)                                                                                                                                                                                                                                                                                                                                                    
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|   | b)                                                                                                                                                                                                                                                                                                                                                    
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|   | c)                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                       
|5. | The small business issuers other certifying officer(s)
      and I have disclosed, based on our most recent evaluation of internal
      control over financial reporting, to the small business issuers auditors
      and the audit committee of small business issuers board of directors (or
      persons performing the equivalent function):
|   |                                                                                                                                                                                                                                                                                                                                                       
|   | a)                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                       
|   | b)                                                                                                                                                                                                                                                                                                                                                    

|Dated: July 11, 2007 | By:                                                      | /s/ H.
      Lutz Klingmann
|-------------------- | -------------------------------------------------------- | ---------------------------
|                     | H. Lutz Klingmann, Principal
      Executive Officer and
|                     | Principal Financial Officer                             

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