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EXHIBIT 31.1
  CERTIFICATIONS

I, H. Lutz Klingmann, certify that:

|1.       I
        have reviewed this report on Form 10-KSB for the fiscal year ended December
        31, 2003 of Golden Queen Mining Co. Ltd.                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 19, 2004 | By:    /s/ H. Lutz Klingmann    
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|       |                | H. Lutz Klingmann, President and
|       |                | principal financial officer     

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