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Exhibit 31.1

**CERTIFICATIONS**

 I, Lutz Klingmann, certify that: 

| 1.  | I have reviewed this report for the fiscal quarter      ended March 31, 2004 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;                                                     |
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| 3.  | Based on my knowledge, the        financial statement, 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;                                                                       |
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| 4.  | The small business issuer’s        other certifying 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 small business        issuer 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 small business issuer, including its consolidated subsidiaries, is        made known to us by others within those entities, particularly during        the period in which the 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 small        business issuer’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 report        based on such evaluation; and |
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|     | d)                                                                                                                                                                                                                                                                                                                                                                                                  | disclosed in this report any change        in the small business issuer’s internal control over financial reporting        that occurred during the small business issuer’s most recent fiscal        quarter (the small business issuer’s fourth fiscal quarter in the        case of an annual report) that has materially affected, or is reasonably        likely to materially affect the small business issuer’s internal        control over financial reporting; and |
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| 5.  | The small business issuer’s        other certifying officers 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):                      |
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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 affect the small business        issuer’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 small business issuer’s control over financial reporting. |

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