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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, 2004 of Golden Queen        Mining Co. Ltd.                                                                                                                                                                                                                                                     |
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| 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;                            |
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| 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;                                                        |
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| 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: |
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|   | 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; |
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|   | 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; |
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|   | 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 |
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|   | 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 |
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| 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):                                                |
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|   | 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 |
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|   | 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. |