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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, 2005 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: March 31, 2006 | By: | /s/
      H. Lutz Klingmann     
|--------------------- | --- | --------------------------------
|                      |     | H. Lutz Klingmann, President and
|                      |     | Chief Executive Officer         

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