Filed by Automated Filing Services Inc. (604) 609-0244 - Quartz Mountain Resources Ltd.

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements as at July 31, 2006 of Quartz Mountain Resources Ltd. (“Quartz Mountain” or the “Company”). All dollar amounts herein are expressed in United States Dollars unless stated otherwise.

Quartz Mountain Resources Ltd. is a mineral exploration company. It does not currently have an active exploration project but, with the assistance of Hunter Dickinson Inc. (“HDI”), reviews mineral properties to determine whether there are any properties of merit that could be financed by the Company.

The Company’s objective is to acquire an exploration project with significant upside potential. In assessing and rating projects, several key criteria are considered. The known mineralization is viewed in accordance to the geological setting and target model. An assessment is made of the project’s ultimate size potential. The project’s location is evaluated with respect to political, safety and investment risks, in addition to the ease of doing business. The deal structure is also examined and rated for its potential benefit to the Company's shareholders. High priority projects are evaluated in follow-up field inspections.

The Company has access to the full resources of HDI, an experienced exploration and development firm with in-house geologists, engineers and environmental specialists, to assist in its technical review of the various opportunities. However, the Company does not have the right to require HDI to bring to the Company all corporate opportunities which come to HDI's attention.

Since February 2005, the Company has traded on the NEX Exchange. The Company’s trading symbol is QZM.H. In the United States, the company’s shares trade on the over the counter bulletin board under the symbol QRMRF.PK.

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and are expressed in United States dollars except number of common shares.

Loss for the year ended July 31, 2006 was $65,458. This compares with a loss of $85,405 for the year ended July 31, 2005. The improvement was mainly due to greater foreign exchange gains in fiscal 2006 and a decrease in mineral property investigation expenditures.

The increase in foreign exchange gains for the year ended July 31, 2006 was due mainly to the strengthening of the Canadian dollar (in which most of the Company’s cash and cash equivalents are held) against the United States dollar.

Interest income for the year ended July 31, 2006 was higher than the comparative year due to higher cash balances on hand.

At July 31, 2006, the Company had working capital of approximately $1,097,000 which is sufficient to fund expected administrative costs and mineral property investigations for the next twelve months. The working capital for the year ended July 31, 2006 is approximately $423,000 greater than the previous year ended July 31, 2005. The increase was mainly due to the proceeds from the exercise of warrants in April 2006.

Additional working capital will be required to fund any significant mineral property acquisitions. The Company does not have the funding at this time to acquire a major mineral property acquisition, but has sufficient funding to investigate a potential acquisition. Any new mineral property acquisition will require additional financing, likely through the issuance of common shares.

The mining industry is capital intensive and there can be no certainty that the Company’s existing cash balances or that the proceeds from the issuance of its common shares will provide sufficient funds for all of the Company’s cash requirements. Should the need arise, the Company may pursue other financing options or rely on joint venture partners to supply some of the funds required to explore and develop any acquisitions. There is no assurance that the Company will be successful in obtaining the funds it may require for its programs or that the terms of any financing obtained will be acceptable.

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company has issued common share capital in each of the past few years, pursuant to such private placement financings and also upon the exercise of warrants. The Company's access to exploration financing when the financing is not transaction specific is always uncertain. There can be no assurance of continued access to significant equity funding.

The Company has no long term debt, capital lease obligations, operating leases or any other long term obligations.

The Company has no "Purchase Obligations", defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

The Company has no lines of credit or other sources of financing which have been arranged but are as yet unused.

Hunter Dickinson Inc. ("HDI") is a private company with certain directors in common with the Company. HDI provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Company and its subsidiaries on a full cost recovery basis pursuant to an agreement dated December 31, 1996. For the year ended July 31, 2006, the Company paid HDI $69,407 (2005 – $57,732) for such services.

Exploration advances to and from HDI have occurred in the normal course of business, due to in-progress and near-term planned project investigation and administrative work. There are no specific terms of repayment.

Euro-American Capital Corporation (“Euro-American”) is a private company controlled by a director of the Company that provides management services to the Company. During the year ended July 31, 2006, nil was charged by Euro-American compared to $571 in the corresponding period of fiscal 2005.

The loss for the quarter ended July 31, 2006 was $34,968 compared to $3,094 in the comparable quarter in fiscal 2005. The increase was due primarily to the increase in foreign exchange loss for the quarter.

The increase in foreign exchange loss for the quarter was due mainly to the weakening of the Canadian dollar (in which most of the Company’s cash and cash equivalents are held) against the United States dollar.

There are no proposed asset or business acquisitions or dispositions, other than those in the ordinary course, before the board of directors for consideration.

During the year ended July 31, 2005, the Company changed its policy from capitalizing (deferring) mineral property expenditures to charging these costs to earnings in the period incurred. This change in accounting policy is applied retroactively and the amounts presented for prior periods have been restated for this change. The effect of this change is to reduce loss for the year ended July 31, 2004 by $8,086 and to reduce income for the year ended July 31, 2003 by $8,086. There was no impact to opening retained earnings for the year ended July 31, 2005. The impact of this restatement on the July 31, 2004 consolidated financial statements is presented in note 4 thereof.

Additional information relating to the Company, is available on SEDAR at www.sedar.com.

1.15.1 Additional Disclosure for Venture Issuers Without Significant Revenue

The required disclosure is presented in note 3(d) and note 5 of the accompanying financial statements.

The required disclosure is presented in the consolidated statements of operations.

(e) any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d);

The following details the share capital structure as at November 8, 2006, which is the date of this MD&A. These figures may be subject to minor accounting adjustments prior to possible presentation in future consolidated financial statements.

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the applicable time periods and to ensure that required information is gathered and communicated to the Company’s management so that decisions can be made about timely disclosure of that information. The Company’s Director and Principal Accounting Officer evaluated the Company’s disclosure controls and procedures for the year ended July 31, 2006 and have found those disclosure controls and procedures to be adequate for the above purposes.

There have been no significant changes in the Company's disclosure controls or in other factors that could significantly affect disclosure controls subsequent to the date the Company carried out its evaluation.

During the Company's most recently completed fiscal year ended July 31, 2006, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to affect, its internal control over financial reporting.

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, which address future property investigation, future production, exploration and exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, the availability of mineral properties for investigation, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward- looking statements.

1.1	Date	2

1.2	Overview	2

1.3	Selected Annual Information	3

1.4	Summary of Quarterly Results	4

1.5	Results of Operations	5

1.6	Liquidity	5

1.7	Capital Resources	6

1.8	Off-Balance Sheet Arrangements	6

1.9	Transactions with Related Parties	6

1.10	Fourth Quarter	6

1.11	Proposed Transactions	6

1.12	Critical Accounting Estimates	6

1.13	Changes in Accounting Policies including Initial Adoption	7

1.14	Financial Instruments and Other Instruments	7

1.15	Other MD&A Requirements	7

1.15.1	Additional Disclosure for Venture Issuers Without Significant Revenue	7

1.15.2	Disclosure of Outstanding Share Data	8

1.15.3	Disclosure Controls and Procedures	8

Consolidated Balance Sheets		As at July 31		As at July 31		As at July 31
		2006		2005		2004
						(restated due to
						change in accounting
						policy)

Current assets	$	1,114,030	$	687,280	$	693,697
Mineral properties		1		1		–
Total assets		1,114,031		687,281		693,697

Current liabilities		16,664		12,659		22,849
Shareholders’ equity		1,097,367		674,622		670,848
Total liabilities and shareholders’ equity	$	1,114,031	$	687,281	$	693,697

Operations		Year ended			Year ended			Year ended
		July 31			July 31			July 31
		2006			2005			2004
					(restated due to			(restated due to
					change in accounting			change in accounting
					policy)			policy)

Legal, accounting and audit	$	40,290		$	35,505		$	16,637
Mineral property investigations		–			27,125			44,848
Office and administration		82,247			66,864			62,963
Regulatory, trust and filing		22,228			18,523			22,338
Write-down of mineral property interests		–			–			15,210
Subtotal		144,765			148,017			161,996
Foreign exchange gain		(53,106	)		(47,485	)		(22,225	)
Interest income		(26,201	)		(15,127	)		(11,605	)
Loss for the year	$	65,458		$	85,405		$	128,166

Basic and diluted loss per share	$	0.01		$	0.01		$	0.01

Weighted average number of common shares outstanding		12,322,741			11,694,601			10,091,648

		Jul 31			Apr 30			Jan 31			Oct 31			Jul 31			Apr 30			Jan 31			Oct 31
		2006			2006			2006			2005			2005			2005			2005			2004


Current assets	$	1,114,030		$	1,133,713		$	652,357		$	693,187		$	687,280		$	687,643		$	770,694		$	721,880
Mineral properties		1			1			1			1			1			–			–			–
Total assets		1,114,031			1,133,714			652,358			693,188			687,281			687,643			770,694			721,880

Current liabilities		16,664			1,379			12,658			16,163			12,659			9,927			60,710			38,864
Shareholders’ equity		1,097,367			1,132,335			639,700			677,025			674,622			677,716			709,984			683,016
Total liabilities
and shareholders’ equity		1,114,031			1,133,714			652,358			693,188			687,281			687,643			770,694			721,880

Working capital		1,097,366			1,132,334			639,699			677,024			674,621			677,716			709,984			683,016

Expenses
Foreign exchange loss (gain)		12,683			(21,974	)		(21,820	)		(21,995	)		(16,999	)		8,407			14,088			(52,981	)
Interest income		(11,605	)		(5,003	)		(5,209	)		(4,384	)		(3,653	)		(5,516	)		(2,832	)		(3,126	)
Legal, accounting and audit		16,019			630			22,948			693			5,326			893			19,058			10,228
Mineral property
investigations		–			–			–			–			–			6,005			–			21,120
Office and administration		14,637			17,404			28,351			21,855			17,206			16,797			21,189			11,672
Regulatory, trust and filing		3,234			4,511			13,055			1,428			1,214			5,682			10,708			919
Loss (income) for the period	$	34,968		$	( 4,432	)	$	37,325		$	(2,403	)	$	3,094		$	32,268		$	62,211		$	(12,168	)

Basic and diluted
loss (income) per share	$	0.00		$	0.00		$	0.00		$	(0.00	)	$	0.00		$	0.00		$	0.01		$	(0.00	)

Weighted average number
of common shares
outstanding (thousands)		12,323			11,960			11,889			11,889			11,889			11,889			11,828			11,178

		Exercise
	Expiry date	price	Number
Common shares			13,399,426

Warrants			–