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 Exhibit 31.1 

**CERTIFICATIONS**

I, Lutz Klingmann, certify that: 

| 1.       |  I have reviewed this report for the fiscal        quarter ended June 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)     | 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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