6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at FEBRUARY 28, 2017

Commission File Number: 000-15490

QUARTZ MOUNTAIN RESOURCES LTD.
(Translation of registrant's name into English)

1500 - 1040 W Georgia Street, Vancouver, BC, V6E 4H1, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1	Condensed Interim Fianncial Statements for the period ended January 31, 2017
99.2	Management's Discussion and Analysis for the period ended January 31, 2017
99.3	Form 52-109FV2 Certification of interim filings - venture issuer basic certificate - CEO
99.4	Form 52-109FV2 Certification of interim filings - venture issuer basic certificate - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Quartz Mountain Resources Ltd.
	(Registrant)
Date: February 28, 2017	By:	/s/ Michael Lee
		Michael Lee
	Title:	Chief Financial Officer

EX-99.1

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2017 AND 2016

Unaudited

(Expressed in Canadian Dollars, unless otherwise stated)

Notice to Readers

In accordance with subsection 4.3(3) of National Instrument 51-102, management of the Company advises that the Company's auditors have not performed a review of these condensed interim consolidated financial statements.

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Interim Consolidated Balance Sheets
(Unaudited – Expressed in Canadian Dollars)

		January 31			July 31
		2016			2016
ASSETS
Current assets
Cash and cash equivalents	$	245,047		$	306,398
Amounts receivable and other assets (note 3)		18,685			6,769
		263,732			313,167
Mineral property interests (note 4)		1			1
Total assets	$	263,733		$	313,168
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Amounts payable	$	856		$	1,107
Due to a related party (note 6(b))		3,236,627			3,178,443
		3,237,483			3,179,550
Total liabilities		3,237,483			3,179,550
Shareholders' deficiency
Share capital (note 5(a))		26,090,118			26,090,118
Reserves		592,011			592,011
Accumulated deficit		(29,655,879	)		(29,548,511	)
Total shareholders' deficiency		(2,973,750	)		(2,866,382	)
Total liabilities and shareholders' deficiency	$	263,733		$	313,168
Nature and continuance of operations (note 1)

The accompanying notes are an integral part of these condensed interim consolidated financial statemen

/s/ Gordon Fretwell	/s/ Ronald W. Thiessen
Gordon Fretwell	Ronald W. Thiessen
Director	Director

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited – Expressed in Canadian Dollars)

		Three months ended January 31,						Six months ended January 31,
		2017			2016			2017			2016
General and administration expenses
Legal, accounting and audit		3,840			3,325			23,935			28,238
Office and miscellaneous (note 7)		34,804			86,623			76,020			175,106
Regulatory, trust and filing		1,495			6,066			7,680			10,175
		(40,139	)		(96,014	)		(107,635	)		(213,519	)
Interest income		484			567			1,145			1,534
Interest expense		–			(6,268	)		–			(15,947	)
Foreign exchange loss		(33	)		–			(878	)		–
Loss and comprehensive loss	$	(39,688	)	$	(101,715	)	$	(107,368	)	$	(227,932	)
Basic and diluted income (loss) per common share	$	–		$	–		$	–		$	(0.01	)
Weighted average number of common shares outstanding (basic and dilutive)		29,299,513			27,299,513			29,299,513			27,299,513

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Interim Statement of Changes in Shareholders' Deficiency
(Unaudited – Expressed in Canadian Dollars)

	Share Capital				Reserves
					Equity-settled					Total
	Number of				share-based		Accumulated			shareholders'
	shares		Amount		payments		deficit			deficiency
Balance at August 1, 2015	27,299,513	$	26,050,118	$	592,011	$	(29,641,060	)	$	(2,998,931	)
Income for the period	–		–		–		(227,932	)		(227,932	)
Balance at January 31, 2016	27,299,513	$	26,050,118	$	592,011	$	(29,868,992	)	$	(3,226,863	)
Balance at August 1, 2016	29,299,513	$	26,090,118		592,011		(29,548,511	)		(2,866,382	)
Loss for the period	–		–		–		(107,368	)		(107,368	)
Balance at January 31, 2017	29,299,513	$	26,090,118	$	592,011	$	(29,655,879	)	$	(2,973,750	)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited – Expressed in Canadian Dollars)

		Six months ended January 31,
		2017			2016
Cash flows from operating activities:
Loss for the period	$	(107,368	)	$	(227,932	)
Adjusted for:
Interest income		(1,145	)		(1,534	)
Interest expense		–			15,947
Changes in non-cash working capital items:
Amounts receivable and other assets - current		(11,916	)		(6,366	)
Amounts payable and other liabilities		(251	)		(1,742	)
Due to a related party		58,184			136,365
Net cash used in operating activities		(62,496	)		(85,262	)
Cash flows from investing activities:
Interest received		1,145			1,534
Net cash provided by investing activities		1,145			1,534
Cash flows from financing activities:
Interest paid on convertible debenture		–			(15,947	)
Net cash used in financing activities		–			(15,947	)
Increase (decrease) in cash		(61,351	)		(99,675	)
Cash, beginning of period		306,398			461,986
Cash, end of period	$	245,047		$	362,311

The accompanying notes are an integral part of these condensed interim consolidated financial state

Quartz Mountain Resources Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended January 31, 2017 and 2016

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

1.	NATURE AND CONTINUANCE OF OPERATIONS
	Quartz Mountain Resources Ltd. ("Quartz Mountain" or the "Company") is a Canadian public company incorporated in British Columbia on August 3, 1982. The Company's corporate office is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, Canada. The Company is primarily engaged in the acquisition and exploration of mineral properties.
	These condensed interim consolidated financial statements (the "Financial Statements") of the Company as at and for the three and six months ended January 31, 2017 include Quartz Mountain Resources Ltd. and its subsidiary (together referred to as the "Company"). Quartz Mountain Resources Ltd. is the ultimate parent entity of the group.
	These Financial Statements have been prepared on a going concern basis which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at January 31, 2017, the Company had cash of $245,047, a working capital deficit, and negative net assets. The Company's continuing operations are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of these projects, the ability to obtain the necessary permits to mine, and the future profitable production of any mine.
	These material uncertainties raise substantial doubt on the ability of the Company to continue as a going concern.
	Substantially all of the Company’s liabilities at January 31, 2017 were payable to Hunter Dickinson Services Inc. ("HDSI"), a related party with whom the Company has reached a debt settlement agreement (note 6(b)).
	Additional debt or equity financing will be required to fund acquisition, exploration and development of mineral property interests. There can be no assurance that the Company will be able to obtain additional financial resources or achieve positive cash flows. If the Company is unable to obtain adequate additional financing, it will need to curtail its expenditures further, until additional funds can be raised through financing activities.
	These Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
2.	SIGNIFICANT ACCOUNTING POLICIES

(a)	Statement of compliance
	These Financial Statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB") and its interpretations. Accordingly, they do not include all of the information and note disclosures as required by International Financial Reporting Standards ("IFRS") for annual financial statements.
	The accounting policies and methods of computation applied by the Company in these Financial Statements are the same as those applied by the Company in its most recent annual consolidated financial statements which are filed on the Company's profile on SEDAR at www.sedar.com. These Financial Statements should be read in conjunction with the Company’s financial statements as at and for the year ended July 31, 2016. Results for the period ended January 31, 2017 are not necessarily indicative of future results.

Quartz Mountain Resources Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended January 31, 2017 and 2016

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

	Issuance of these Financial Statements was authorized by the Company’s Board of Directors on February 27, 2017.
(b)	Basis of presentation
	These Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information. Certain comparative amounts have been reclassified to conform to the presentation adopted in the current year.
(c)	Significant accounting estimates and judgments
	The preparation of these Financial Statements in conformity with IAS 34 involved use of judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.
	In preparing these Financial Statements, significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended July 31, 2016.
(d)	Basis of consolidation
	These consolidated financial statements include the accounts of the Company and the subsidiaries that it controls. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
	Intercompany balances and transactions, including any unrealized income and expenses arising from intercompany transactions, are eliminated upon consolidation.
	At January 31, 2017 and July 31, 2016 the Company held an ownership interest in the following subsidiary:

Quartz Mountain Resources Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended January 31, 2017 and 2016

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

Name of Subsidiary	Place of Incorporation	Ownership Interest	Principal Activity
Wavecrest Resources Inc.	Delaware	100%	Holding company

(e)	Changes in accounting policies and new accounting pronouncements
	New standards and interpretations issued by IASB, or modification of existing standards, applicable during the current period do not have material impact on these Financial Statements.

3. AMOUNTS RECEIVABLE AND OTHER ASSETS

		January 31,
		2017		July 31, 2016
Current:
Sales tax receivable	$	1,371	$	4,525
Prepaid insurance		17,314		2,244
Total	$	18,685	$	6,769

4. MINERAL PROPERTY INTERESTS

		January 31,
		2017		July 31, 2016
Angel's Camp royalty	$	1	$	1

	Angel's Camp Property
	The Company retains a 1% net smelter return royalty payable to the Company on any production from the Angel's Camp property located in Lake County, Oregon.
	The royalty has been recorded at a nominal amount of $1.
5.	CAPITAL AND RESERVES

(a)	Authorized share capital
	At January 31, 2017, the authorized share capital of the Company comprised an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
	No preferred shares have been issued to date. All issued common shares are fully paid.

Quartz Mountain Resources Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended January 31, 2017 and 2016

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

(b)	Equity-settled share-based payments
	The following summarizes the changes in the Company's share purchase options for six months ended January 31, 2017 and 2016:

Number of options with an exercise price of $0.45	Six months ended January 31
	2017		2016
Options outstanding at beginning of period	768,000		828,000
	–
Forfeited during the period			(60,000	)
	(768,000	)
Expired during the period			–
	–		768,000

6. RELATED PARTY BALANCES AND TRANSACTIONS

(a)	Transactions with Key Management Personnel
	Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.
	The Company compensated key management personnel as follows:

		Three months ended				Six months ended
		January 31				January 31
		2017		2016		2017		2016
Short-term employee benefits, including salaries and directors fees	$	10,000	$	30,000	$	22,000	$	63,000

	Short-term employee benefits include salaries, director’s fees and amounts paid to HDSI (note 6(b)) for services provided to the Company by certain HDSI personnel who serve as directors or officers of the Company.
(b)	Entities with Significant Influence over the Company
	The Company's management believes that Hunter Dickinson Services Inc. ("HDSI"), a private entity, has the power to participate in the financial or operating policies of the Company. Scott Cousens, Robert Dickinson, and Ronald Thiessen, are directors of both the Company and HDSI. Michael Lee and Trevor Thomas are officers of the Company and are employees of HDSI.

Quartz Mountain Resources Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended January 31, 2017 and 2016

(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)

Pursuant to a management agreement between the Company and HDSI, dated July 2, 2010, the Company receives geological, engineering, corporate development, administrative, management and shareholder communication services from HDSI. These services are provided based on annually set rates. HDSI also incurs third party costs on behalf of the Company on full-cost recovery basis.

Transactions with HDSI parties were as follows:

		Three months ended				Six months ended
		January 31				January 31
		2017		2016		2017		2016
Services received based on management services agreement	$	22,000	$	58,000	$	51,000	$	115,000
Reimbursement of third party expenses paid		3,000		7,000		19,000		30,000

Outstanding balances were as follows:

		October 31,
		2016		July 31, 2016
Balance payable to HDSI	$	3,236,627	$	3,178,443

In January 2016, the Company and HDSI reached an agreement whereby HDSI agreed to forgive the balance due to HDSI in the net amount of $3,086,089 if the Company completes the following:

• make a cash payment of $180,207 to HDSI; and

• issue 6 million shares to HDSI.

	Completion of the settlement agreement with HDSI has been deferred and will occur at a mutually agreed date.
7.	EMPLOYEES BENEFIT EXPENSES
	The amount of employees' salaries and benefits during the three months ended January 31, 2017 was $ 22,000 (2016 – $68,000) and during the six months ended January 31, 2017 was $51,000 (2016 – $134,000).
8.	OPERATING SEGMENTS
	The Company operates in a single reportable operating segment – the acquisition, exploration and evaluation of mineral property interests. The Company is currently focused on the acquisition and exploration of mineral property interests in Canada.

EX-99.2

Quartz Mountain Resources Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS

SIX MONTHS ENDED JANUARY 31, 2017

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

T A B L E  O F  C O N T E N T S

1.1	Date	3
1.2	Overview	3
1.3	Selected Annual Information	3
1.4	Summary of Quarterly Results	4
1.5	Results of Operations and Financial Condition	4
1.6	Liquidity	4
1.7	Capital Resources	5
1.8	Off-Balance Sheet Arrangements	5
1.9	Transactions with Related Parties	5
1.10	Fourth Quarter	7
1.11	Proposed Transactions	7
1.12	Critical Accounting Estimates	7
1.13	Changes in Accounting Policies including Initial Adoption	7
1.14	Financial Instruments and Other Instruments	7
1.15	Other MD&A Requirements	8
1.16	Risk Factors	9

- 2 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.1          DATE

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited condensed interim consolidated financial statements of Quartz Mountain Resources Ltd. ("Quartz Mountain" or the "Company") for the six months ended January 31, 2017 and audited consolidated financial statements of Quartz Mountain Resources Ltd. for the year ended July 31, 2016, and related MD&A as publicly filed on SEDAR at www.sedar.com. All monetary amounts herein are expressed in Canadian dollars unless otherwise stated.

The Company reports in accordance with International Financial Reporting Standards ("IFRS") and the following disclosure, and associated financial statements, are presented in accordance with IFRS. All comparative information provided is in accordance with IFRS.

For the purposes of the discussion below, date references refer to calendar year and not the Company's fiscal reporting period.

This MD&A is prepared as of February 27, 2017.

1.2          OVERVIEW

The information comprised in this MD&A relates to Quartz Mountain Resources Ltd. and its subsidiary (together referred to as the "Company"). Quartz Mountain Resources Ltd. is the ultimate parent entity of the group.

Quartz Mountain is a company which, most recently, focused on acquiring and exploring mineral prospects in British Columbia. The Company is investigating new opportunities.

1.2.1        Agreements

In January 2016, the Company reached agreement with Hunter Dickinson Services Inc. (“HDSI”) to settle debt owing for services by HDSI. HDSI agreed to forgive debt in the net amount owing at that time of $3,086,089, if Quartz Mountain makes a cash payment of $180,207 and issues 6 million shares to HDSI. Notwithstanding that the TSX Venture Exchange has also approved the transaction with HDSI, settlement of debt by the issuance of the shares and cash payment to HDSI has been deferred and will occur at a mutually agreed date.

1.2.2        Properties

Angel's Camp Property

The Company retains a 1% net smelter return royalty payable to the Company on any production from the Angel's Camp property located in Lake County, Oregon. The Angel's Camp property is held by Alamos Gold Inc.

1.3          SELECTED ANNUAL INFORMATION

Not applicable.

- 3 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.4        SUMMARY OF QUARTERLY RESULTS

These amounts are expressed in thousands of Canadian Dollars, except per share amounts and the weighted average number of common shares outstanding. Minor differences are due to rounding.

						Fiscal Quarter Ended
		Jan-31		Oct-31		Jul-31		Apr-30			Jan-31		Oct-31		Jul-31		Apr-30
		2017		2016		2016		2016			2016		2015		2015		2015
(Income) Loss for the period	$	40	$	68	$	35	$	(356	)	$	102	$	126	$	993	$	115
Basic and diluted loss per common share	$	0.00	$	0.00	$	0.00	$	(0.01	)	$	0.00	$	0.00	$	0.04	$	0.00

1.5          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following financial data has been prepared in accordance with IFRS and are expressed in Canadian dollars unless otherwise stated.

1.5.1        Loss for the quarter ended January 31, 2017 vs. 2016

Net loss for the fiscal quarter ended January 31, 2017 was $40,000 compared to a net loss of $102,000 for the fiscal quarter ended January 31, 2016.

During the current fiscal quarter, administrative salaries and benefits decreased as the Company continued its focus on conserving cash resources. A breakdown of general and administrative expenses incurred during the quarters ended January 31, 2017 and 2016 is provided in the financial statements for the quarter ended January 31, 2017.

1.6          LIQUIDITY

Historically, the Company's primary source of funding has been the issuance of equity securities for cash through private placements to sophisticated investors and institutions. The Company is in the process of acquiring and exploring mineral property interests. The Company's continuing operations are entirely dependent upon the ability of the Company to obtain the necessary financing to obtain a new project(s), complete exploration and development and find economically recoverable mineral reserves, obtain the necessary permits to mine, as well as establish future profitable production from any mine.

At January 31, 2017, the Company had cash and cash equivalents of approximately $245,000 and a working capital deficit of $2.9 million. Substantially all of the short-term liabilities of $3.2 million at January 31, 2017 were payable to Hunter Dickinson Services Inc. ("HDSI"); however, a debt settlement agreement has been reached between the Company and HDSI whereby the latter has agreed to receive the Company’s common shares to extinguish substantially all of the aforesaid debt (see 1.2 Overview).

- 4 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company believes that its liquid assets at January 31, 2017 are sufficient to meet its known obligations owing to arm’s length third parties. The Company is actively managing its cash reserves as necessary in order to ensure its ability to meet payments as they come due. Additional debt or equity financing will be required to fund additional acquisition, exploration or development programs; however, there can be no assurance that the Company will continue to obtain additional financial resources or that it will be able to achieve positive cash flows.

1.7          CAPITAL RESOURCES

The Company had no material commitments for capital expenditures as at January 31, 2017. The Company has no lines of credit or other sources of financing which have been arranged but are as of yet, unused.

At January 31, 2017, there were no externally imposed capital requirements to which the Company is subject and with which the Company has not complied.

As the Company continues to incur losses in support of activities to obtain and explore a project(s), Shareholders’ equity has come to be in a deficit position.

1.8          OFF-BALANCE SHEET ARRANGEMENTS

None.

1.9          TRANSACTIONS WITH RELATED PARTIES

Key management personnel

The required disclosure for the remuneration of the Company’s key management personnel is provided in the accompanying unaudited condensed interim consolidated financial statements for the quarters ended January 31, 2017 and 2016. These are also available at www.sedar.com.

Hunter Dickinson Inc.

Description of the relationship

Hunter Dickinson Inc. (“HDI”) and its wholly owned subsidiary Hunter Dickinson Services Inc. ("HDSI") are private companies established by a group of mining professionals engaged in advancing mineral properties for a number of publicly-listed exploration companies, one of which is the Company.

- 5 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following directors or officers of the Company also have a role within HDSI.

Individual	Role within the Company	Role within HDSI
Ronald Thiessen	President, Chief Executive Officer and Director	Director
Lena Brommeland	Executive Vice President	Employee
Robert Dickinson	Director	Director
Scott Cousens	Director	Director
Michael Lee	Chief Financial Officer	Employee
Trevor Thomas	General Counsel and Corporate Secretary	Employee

The business purpose of the related party transactions

HDSI provides technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on an as-needed and as-requested basis from the Company.

HDSI also incurs third party costs on behalf of the Company. Such third party costs include, for example, directors and officers insurance, travel, conferences, and technology services.

As a result of this relationship, the Company has access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients. The Company is also able to eliminate many of its fixed costs, including rent, technology, and other infrastructure which would otherwise be incurred for maintaining its corporate offices.

The measurement basis used

The Company procures services from HDSI pursuant to an agreement dated July 2, 2010. Services from HDSI are provided on a non-exclusive basis as required and as requested by the Company. The Company is not obligated to acquire any minimum amount of services from HDSI. The fees for services from HDSI are determined based on a charge-out rate for each employee performing the service and for the time spent by the employee. Such charge-out rates are agreed and set annually in advance.

Third party costs are billed at cost, without markup.

Ongoing contractual or other commitments resulting from the related party relationship

There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either of the Company or HDSI.

- 6 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

Transactions and balances

The required disclosure for the transactions and balances with HDSI is provided in the unaudited condensed interim consolidated financial statements for the period ended January 31, 2017 and 2016. These are also available at www.sedar.com.

1.10        OURTH QUARTER

Not applicable.

1.11       PROPOSED TRANSACTIONS

There are no proposed material assets or business acquisitions or dispositions before the Board of Directors for consideration.

1.12        CRITICAL ACCOUNTING ESTIMATES

Not required. The Company is a Venture Issuer.

1.13        CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The required disclosure is provided in note 2 of the accompanying unaudited condensed interim consolidated financial statements as at and for the quarter ended January 31, 2017, publicly available on SEDAR at www.sedar.com.

1.14        FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The carrying amounts of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, and balances due to related parties, approximate their fair values due to their short-term nature. The required disclosure is provided in note 13 of the audited consolidated financial statements as at and for the year ended July 31, 2016, publicly available on SEDAR at www.sedar.com.

- 7 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.15	OTHER MD&A REQUIREMENTS
1.15.1	Additional Disclosure for Venture Issuers Without Significant Revenue

(a)	exploration and evaluation assets or	The required disclosure is presented in
	expenditures	Section 1.5 of this MD&A.
(b)	expensed research and development	Not applicable
	costs
(c)	intangible assets arising from	Not applicable
	development
(d)	general and administration expenses	The required disclosure is presented in
		Section 1.5 of this MD&A.
(e)	any material costs, whether expensed or	None
	recognized as assets, not referred to in
	paragraphs (a) through (d)

1.15.2    Disclosure of Outstanding Share Data

The following details the share capital structure as at the date of this MD&A:

	Number
Common shares	29,299,513

See 1.2 Overview for an agreement between the Company and HDSI for issuance of common share as a debt settlement arrangement.

1.15.3    Internal Controls over Financial Reporting Procedures

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

- 8 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE SIX MONTHS ENDED JANUARY 31, 2017

MANAGEMENT’S DISCUSSION AND ANALYSIS

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting during the period covered by this Management's Discussion and Analysis.

1.15.4    Disclosure Controls and Procedures

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 appropriate time periods and that required information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, so that decisions can be made about the timely disclosure of that information.

1.15.5    Limitations of Controls and Procedures

The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

1.16        RISK FACTORS

Please refer to "Risk Factors" discussed in the Company’s MD&A for the year ended July 31, 2016 filed under the Company’s profile on SEDAR at www.sedar.com.

- 9 -

EX-99.3

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Ronald W. Thiessen, Chief Executive Officer of Quartz Mountain Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended January 31, 2017.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: February 27, 2017

/s/ R. Thiessen
_______________________
Ronald W. Thiessen
Chief Executive Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.4

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Michael Lee, Chief Financial Officer, of Quartz Mountain Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended January 31, 2017.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: February 27, 2017

/s/Michael Lee
_______________________
Michael Lee
Chief Financial Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.