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EXHIBIT 31.1 
  CERTIFICATIONS

I, H. Lutz Klingmann, certify that:

1. I have reviewed this first amendment to the annual report
  on Form 10-KSB for the fiscal year ended December 31, 2005 of Golden Queen Mining
  Co. Ltd., which together are referred to herein as the annual report.

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this annual report;

4. The registrants other certifying offering officers
  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)) and internal
  control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
  and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls
  and procedures, or caused such disclosure controls and procedures to be designed
  under our supervision, to ensure that material information relating to the registrant,
  including its consolidated subsidiaries, is made known to us by others within
  those entities, particularly during the period in which this annual report is
  being prepared;

b) designed such internal control over
  financial reporting, or caused such internal control over financial reporting
  to be designed under our supervision, to provide reasonable assurance regarding
  the reliability of financial reporting and the preparation of financial statements
  for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the
  registrant's disclosure controls and procedures and presented in this report
  our conclusions about the effectiveness of the disclosure controls and procedures,
  as of the end of the period covered by this annual report based on such evaluation;
  and

d) disclosed in this annual report any
  change in the registrant's internal control over financial reporting that occurred
  during the registrant's most recent fiscal quarter that has materially affected,
  or is reasonably likely to materially affect, the registrant's internal control
  over financial reporting; and

5. The registrants other certifying officers and I have
  disclosed, based on our most recent evaluation of internal control over financial
  reporting, to the registrants auditors and the audit committee of registrants
  board of directors (or persons performing the equivalent function):

a) all significant deficiencies and
  material weaknesses in the design or operation of internal control over financial
  reporting which are reasonably likely to adversely effect the registrant's ability
  to record, process, summarize and report financial information; and

b) any fraud, whether or not material,
  that involves management or other employees who have a significant role in the
  registrant's internal controls over financial reporting.

|Dated: April 28, 2006 | By:                              | /s/ H. Lutz Klingmann
|--------------------- | -------------------------------- | ---------------------
|                      | H. Lutz Klingmann, President and
|                      | Chief Executive Officer         

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