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Exhibit 31.1

CERTIFICATION

I, Lutz Klingmann, certify that:

|1. | I have reviewed this report for the fiscal
        quarter ended September 30, 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)                                                                                                                                                                                                                                                                                                                                                                                                 
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                 
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                 
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|   | d)                                                                                                                                                                                                                                                                                                                                                                                                 
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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)                                                                                                                                                                                                                                                                                                                                                                                                 
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                 
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|Date: | November 12, 2004 | By: /s/ Lutz Klingmann                   
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|      |                   | Lutz Klingmann                           
|      |                   | President and Principal Financial Officer

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