---

Exhibit 31.1

CERTIFICATIONPURSUANT TO RULE 13a-14(a) OR 15d-14(a)OF
THE U.S. SECURITIES EXCHANGE ACT OF 1934

I, Lutz Klingmann, certify that:

|1. | I have reviewed this report for the fiscal quarter ended
      September 30, 2006 of Golden Queen Mining Co. Ltd.                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                     
|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;         
|   |                                                                                                                                                                                                                                                                                                                                                     
|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;                           
|   |                                                                                                                                                                                                                                                                                                                                                     
|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)) for
      the small business issuer and have:                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                     
|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):
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                  

|Date: November 14, 2006 | By: | /s/ Lutz Klingmann                       
|----------------------- | --- | -----------------------------------------
|                        |     | Lutz Klingmann                           
|                        |     | President and Principal Financial Officer

---