---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F

[   ]  REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended**July 31, 2007**

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ]  SHELL COMPANY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number **0-15490**

QUARTZ MOUNTAIN RESOURCES LTD.(Exact name of Registrant specified in its charter)

BRITISH COLUMBIA, CANADA(Jurisdiction of
incorporation or organization)

Suite 1020, 800 West Pender StreetVancouver,
British Columbia, Canada, V6C 2V6(Address of principal executive
offices)

COMMON SHARES WITHOUT PAR VALUE(Title
of Class)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of Each Class: | Name of each exchange on which registered
|-------------------- | -----------------------------------------
|Not applicable       | Not applicable                           

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- ii -

Securities registered or to be registered pursuant to Section
12(g) of the Act

Common shares, no par value

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report:

13,399,426 common shares as of July 31, 2007

Indicate by check mark if the Registrant is a well known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  
]                        
No [X]

If this report is an annual or transition report, indicate by
check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of theSecurities Exchange Act of 1934.

Yes [  
]                        
No [X]

Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934during the preceding 12 months (or for such shorter
period that Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes
[X]                        
No [   ]

Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer or non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 126-2 of
the Exchange Act.

[   ]  Large Accelerated
Filer                         
[   ]  Accelerated
Filer                         
[X]  Non Accelerated Filer

Indicate by check mark which financial statement item Registrant
has elected to follow:

Item
17[X]                 
 Item 18 [   ]

If this is an annual report, indicate by check mark whether the
Registrant is a shell company (as defined in Rule 126-2 of the Exchange
Act):

Yes [  
]                        
No [X]

---

|T A B L E O F C 
       O N T E N T S
|-------------------------------------
|                                     

|              |                                                                                    | Page
|------------- | ---------------------------------------------------------------------------------- | ----
|              |                                                                                    |     
|ITEM
      1  | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 7   
|              |                                                                                    |     
|ITEM
      2  | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 8   
|              |                                                                                    |     
|ITEM
      3  | KEY
      INFORMATION                                                              | 9   
|              |                                                                                    |     
|ITEM
      4  | INFORMATION
      ON THE COMPANY                                                   | 16  
|              |                                                                                    |     
|ITEM
      5  | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 19  
|              |                                                                                    |     
|ITEM
      6  | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 26  
|              |                                                                                    |     
|ITEM
      7  | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 36  
|              |                                                                                    |     
|ITEM
      8  | FINANCIAL
      INFORMATION                                                        | 40  
|              |                                                                                    |     
|ITEM
      9  | THE
      OFFER AND LISTING                                                        | 41  
|              |                                                                                    |     
|ITEM
      10 | ADDITIONAL
      INFORMATION                                                       | 44  
|              |                                                                                    |     
|ITEM
      11 | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 55  
|              |                                                                                    |     
|ITEM
      12 | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 56  
|              |                                                                                    |     
|ITEM
      13 | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 58  
|              |                                                                                    |     
|ITEM
      14 | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 59  
|              |                                                                                    |     
|ITEM
      15 | CONTROLS
      AND PROCEDURES                                                      | 60  
|              |                                                                                    |     
|ITEM
      16 | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS              | 61  
|              |                                                                                    |     
|ITEM
      17 | FINANCIAL
      STATEMENTS                                                         | 64  
|              |                                                                                    |     
|ITEM
      18 | FINANCIAL
      STATEMENTS                                                         | 65  
|              |                                                                                    |     
|ITEM
      19 | EXHIBITS                                                                           | 66  

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- 4 -

GENERAL

In this Annual Report on Form 20-F, all references to we, the
Company or Quartz refer to Quartz Mountain Resources Ltd. and its
consolidated subsidiaries.

The Company uses the United States dollar as its reporting
currency. All references in this document to dollars or $ are expressed in
United States dollars, unless otherwise indicated. See also Item 3  Key
Information for more detailed currency and conversion
information.

Except as noted, the information set forth in this Annual
Report is as of January 2, 2008 and all information included in this document
should only be considered correct as of such date.

NOTE ON FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements appear in a number of different places in this
Annual Report and can be identified by words such as anticipates, estimates,
projects, expects, intends, believes, plans, or their negatives or
other comparable words. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from any
future results, performance or achievements that may be expressed or implied by
such forward-looking statements. The statements, including the statements
contained in Item 3D Risk Factors, Item 4B Business Overview,Item 5 Operating and Financial Review and
Prospects and Item 11 Quantitative and
Qualitative Disclosures About Market
Risk, are inherently subject to a variety of risks and uncertainties
that could cause actual results, performance or achievements to differ
significantly. Forward-looking statements include statements regarding the
outlook for the Company's future operations, plans and timing for the Company's
exploration programs, statements about future market conditions, supply and
demand conditions, forecasts of future costs and expenditures, the outcome of
legal proceedings, and other expectations, intentions and plans that are not
historical facts. You are cautioned that any such forward-looking statements are
not guarantees and may involve risks and uncertainties. The Company's actual
results may differ materially from those in the forward-looking statements due
to risks facing us or due to actual facts differing from the assumptions
underlying the Company's predictions. Some of these risks and assumptions
include:

- general economic and business conditions, including changes in interest
  rates;
- prices of natural resources, costs associated with mineral exploration and
  other economic conditions;
- natural phenomena;
- actions by government authorities, including changes in government
  regulation;
- uncertainties associated with legal proceedings;
- changes in the resources market;
- future decisions by management in response to changing conditions;
- the Companys ability to execute prospective business plans; and
  misjudgments in the course of preparing forward-looking statements.

---

- 5 -

The Company advises you that these cautionary remarks expressly
qualify, in their entirety, all forward-looking statements attributable to
Quartz or persons acting on the Company's behalf. The Company assumes no
obligation to update the Company's forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors affecting such
statements. You should carefully review the cautionary statements and risk
factors contained in this and other documents that the Company files from time
to time with the Securities and Exchange Commission.

---

- 6 -

PART I

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- 7 -

ITEM 1              
        IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


A.        DIRECTORS AND
SENIOR MANAGEMENT

Not applicable.

B.        ADVISORS

Not applicable.

C.        AUDITOR

Not applicable.

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- 8 -

ITEM
      2 **OFFER STATISTICS AND EXPECTED TIMETABLE**


Not applicable.

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- 9 -

ITEM
      3 **KEY INFORMATION**


A.        Selected
Financial Data

The following tables present selected financial data extracted
from the audited consolidated financial statements of Quartz for the last five
fiscal years ended July 31, 2007, 2006, 2005, 2004 and 2003.

Quartzs annual financial statements have been audited by its
current independent registered public accounting firm, Davidson and Company LLP,
Chartered Accountants. The consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP). Note 8 to the 2007 annual consolidated financial statements provides
descriptions of the material measurement differences between Canadian GAAP and
United States generally accepted accounting principles (US GAAP) as they
relate to Quartz and a reconciliation of Quartzs consolidated financial
statements to US GAAP.

Balance Sheet
        (in US$)
      As at July 31,2007
      2006
      2005
      2004
        (restated(1))
      2003
        (restated(1))Total Assets****Canadian GAAP ****US GAAP(2)
      712,911 
        712,910
      1,114,031 
        1,114,030
      687,281 
        687,280
      693,697 
        693,697
      520,095 
        499,094Total Liabilities****Canadian GAAP ****US GAAP
      14,408 
        14,408
      16,664 
        16,664
      12,659 
        12,659
      22,849 
        22,849
      28,542 
        28,542Working Capital****Canadian GAAP ****US GAAP
      698,502 
        698,502
      1,097,366 
        1,097,366
      674,621 
        674,621
      670,848 
        670,848
      470,552 
        470,552Share Capital****Canadian GAAP ****US GAAP
      21,269,046 
        21,269,046
      21,269,046 
        21,269,046
      20,726,303 
        20,726,303
      20,627,632 
        20,627,632
      20,366,625 
        20,366,625Contributed Surplus****Canadian GAAP ****US GAAP
        
        
      54,540 
        54,540
      64,032 
        64,032
      9,492 
        9,492Deficit****Canadian GAAP ****US GAAP
      (20,570,543) 
        (20,570,544)
      (20,171,679) 
        (20,171,680)
      (20,106,221) 
        (20,106,222)
      (20,020,816) 
        (20,020,816)
      (19,884,564) 
        (19,905,565)Shareholders Equity****Canadian GAAP ****US GAAP
      698,503 
        698,502
      1,097,367 
        1,097,366
      674,622 
        674,621
      670,848 
        670,848
      491,553 
        470,552


Statement ofOperations
        (in US$)
      Years ended July 31,2007
      2006
      2005
      2004
        (restated(1))
      2003
        (restated(1))Interest income****Canadian GAAP ****US GAAP
      35,741 
        35,741
      26,201 
        26,201
      15,127 
        15,127
      11,605 
        11,605
      11,762 
        11,762(Loss) income****Canadian GAAP ****US GAAP(2)
      (398,864) 
        (398,864)
      (65,458) 
        (65,458)
      (85,405) 
        (85,406)
      (128,166) 
        (115,251)
      7,885 
        (3,759)


---

- 10 -

(Loss) income from continuing
      operations ****Canadian
      GAAP ****US
      GAAP(2)
    (398,864) (398,864)
    (65,458) (65,458)
    (85,405) (85,406)
    (128,166) (115,251)
    7,885 (3,759)(Loss) income per
      share(4) ****Canadian
      GAAP ****US
      GAAP
    (0.03) (0.03)
    (0.01) (0.01)
    (0.01) (0.01)
    (0.01) (0.01)
    0.00 (0.01)Weighted average number of
      common shares
      outstanding ****Canadian
      GAAP ****US
      GAAP
    13,399,426 13,399,426
    12,322,741 12,322,741
    11,694,601 11,694,601
    10,091,648 10,091,648
    9,117,231 9,117,231


See Item 17 for accompanying
consolidated financial statements prepared in accordance with Canadian generally
accepted accounting principles for further details, including note 8, which
reconciles Canadian GAAP to US GAAP.

Notes:

|(1) | During the year ended July 31, 2005, the Company changed
      its accounting policy from capitalizing (deferring) mineral property
      expenditures to charging these costs to earnings in the period incurred.
      This change in accounting policy was applied retroactively and the amounts
      presented for these 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 deficit for the years ended July 31, 2005,
      2006 and 2007. For more information, see note 4 in the notes to the
      audited consolidated financial statements for the years ended July 31,
      2006, 2005 and 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Under US GAAP exploration costs are generally written off
      unless there is a feasibility report which confirms the existence of
      economic ore making the recovery of costs likely. Note 8 of the audited
      consolidated financial statements provides descriptions of the material
      differences between Canadian GAAP and US GAAP for the fiscal years ended
      July 31, 2007, 2006, and 2005.                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | The Company has never paid dividends on its common
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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- 11 -

Currency and Exchange Rates

On January 2, 2008, the Federal Reserve noon rate for Canadian
Dollars was US$1.00 to Cdn$0.9927. The following tables set out the exchange
rates, based on noon rates as the nominal quotations by the Bank of Canada
website, www.bankofcanada.ca for the
conversion of Canadian Dollars into U.S. Dollars.

For year ended July 31,2007
      2006
      2005
      2004
      2003End of Period
      $1.0657
      $1.1309
      $1.2259
      $1.3292
      $1.4073Average for the Period
      $1.1216
      $1.1485
      $1.2361
      $1.3355
      $1.4919High for the Period
      $1.1853
      $1.2187
      $1.3326
      $1.4099
      $1.5942Low for the Period
      $1.0372
      $1.0990
      $1.1774
      $1.2692
      $1.3361


Month
    High
    LowDecember 2007
    1.0217
    0.9785November 2007
    1.0008
    0.9170October 2007
    1.0004
    0.9499September 2007
    1.0546
    0.9963August 2007
    1.0755
    1.0499July 2007
    1.0686
    1.0372


B.        Capitalization
and Indebtedness

Not applicable.

C.        Reasons for the
Offer and Use of Proceeds

Not applicable.

D.        Risk Factors

The securities of Quartz are highly speculative and subject to
a number of risks. A prospective investor or other person reviewing Quartz for a
prospective investor should not consider an investment in Quartz unless the
investor is capable of sustaining an economic loss of the entire investment.

No Assurance That A Prospective Property Of Merit Will Be
Identified.

There is no assurance that a prospective property of merit will
be identified, will be available if identified or that the Company will be able
to enter into an acquisition agreement. Further, any acquisition will most
likely be subject to the Company obtaining additional financing, of which there
is no assurance. Even if a property is acquired, further funds will be required
to fund exploration and development efforts.

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- 12 -

The Companys Mineral Property Interests Contain No Known
Ore.

The Company does not currently have an active exploration
project, but is searching for a new acquisition. The Company holds a 1% net
smelter return (NSR) royalty on the Quartz Mountain Property, an exploration
stage prospect in Oregon. The Companys interest in the property will be limited
to any future NSR that would be forthcoming if or when any mining commences on
the property. There is currently no known body of ore on the property. Extensive
additional exploration work will be required to ascertain if any mineralization
may be economic. Exploration for minerals is a speculative venture necessarily
involving substantial risk. There is no certainty that the expenditures to be
made by the Company on any mineral properties will result in discoveries of
commercial quantities of ore.

As the Company does not have revenues, the Company will
be dependent upon future financings to continue the Company's plan of
operation.

The Company has not generated any revenues from the Company's
business activities since the Company's incorporation. The Company's plan of
operations involves the identification of a prospective property of merit. There
is no assurance that these activities will result in the establishment of
commercially exploitable mineral deposits. Even if commercially exploitable
mineral deposits are discovered, the Company will require substantial additional
financing in order to carry out the full exploration and development of such
properties before the Company is able to achieve revenues from sales of mineral
resources that the Company is able to extract.

The loss of management or other key personnel could harm
the Company's business.

The success of the Company's activities is dependent to a
significant extent on the efforts and abilities of management and other key
personnel. Investors must be willing to rely to a significant extent on their
discretion and judgment.

The Company has no history of earnings and no foreseeable
earnings.

Quartz has a history of losses and there can be no assurance
that the Company will ever be profitable. The Company anticipates that it will
retain future earnings and other cash resources for the future operation and
development of the Company's business. The Company has not paid dividends since
incorporation and the Company does not anticipate paying dividends in the
foreseeable future. Payment of any future dividends is at the discretion of the
Company's Board of Directors after taking into account many factors including
the Company's operating results, financial conditions and anticipated cash
needs.

Going Concern Assumption.

The Companys consolidated financial statements have been
prepared assuming the Company will continue on a going concern basis. However,
unless additional funding is obtained, this assumption will have to change. The
Company has incurred losses since inception (deficit at July 31, 2007 was
approximately $20.57 million), which casts substantial doubt on the ability of
the Company to continue as a going concern. Failure to continue as a going
concern would require that Quartzs assets and liabilities be restated on a
liquidation basis, which could differ significantly from the going concern
basis.

---

- 13 -

General Mining Risks.

The mining industry in general is intensely competitive and there
  is no assurance that, even if commercial quantities of ore are discovered, a
  profitable market may exist for the sale of minerals produced by the Company.
  Factors beyond the control of the Company may affect the marketability of any
  substances discovered. Mineral prices, in particular gold and silver prices,
  have fluctuated widely in recent years. The marketability of minerals is also
  affected by numerous other factors beyond the control of the Company. These
  other factors include government regulations relating to price, royalties, and
  allowable production and importing and exporting of minerals. The operations
  of the Company may require licences and permits from various governmental authorities.
  There can be no assurances that the Company will be able to obtain all necessary
  licences and permits that may be required to carry out exploration, development
  and eventually operations at its projects. The mineral industry is intensely
  competitive in all its phases. The Company competes with many companies possessing
  far greater financial resources and technical facilities than itself for the
  acquisition of mineral concessions, claims, leases and other mineral interests
  as well as for the recruitment and retention of qualified employees.

The industry in which the Company operates is highly
competitive, and the Company may be unable to compete effectively with other
companies.

The mineral exploration and mining business is competitive in
all of its phases. The Company competes with numerous other companies and
individuals, including competitors with greater financial, technical and other
resources, in the search for and the acquisition of attractive mineral
properties. The Companys ability to acquire properties in the future will
depend not only on the Company's ability to develop its present properties, but
also on the Company's ability to select and acquire suitable producing
properties or prospects for mineral exploration. There is no assurance that the
Company will continue to be able to compete successfully with its competitors in
acquiring such properties or prospects.

The Companys Share Price is Volatile.

The market price of a publicly traded stock, especially a
junior resource issuer like the Company, is affected by many variables not
directly related to the exploration success of the Company, including the market
in which it is traded, the strength of the economy generally, the availability
and attractiveness of alternative investments, and the breadth of the public
market for the stock. On February 17, 2005, the Company transferred its listing
from Tier 2 of the TSX Venture Exchange to NEX. NEX is a separate board of TSX
Venture Exchange, established in August 2003 to provide a new trading forum for
listed companies that have fallen below the TSX Venture Exchanges ongoing
listing standards due to low levels of business activity or having ceased to
carry on active business. The effect of these and other factors on the market
price of the common shares on the NEX suggests that the Companys shares will
continue to be volatile. The ability of the Company to reactivate itself as a
Tier 2 Issuer on the TSX Venture Exchange is dependent on its ability to acquire
a mineral project for active exploration.

---

- 14 -

The Companys Directors and Officers are Part-Time and
Serve as Directors and Officers of Other Companies.

All of the directors and officers of the Company serve as
officers and/or directors of other resource exploration companies and are
engaged in and will continue to be engaged in the search for additional resource
opportunities on their own behalf and on behalf of other companies. Situations
may arise where these directors and officers will be in direct competition with
the Company. Such conflicts, if any, will be dealt with in accordance with the
relevant provisions of British Columbia corporate and common law. In order to
avoid the possible conflict of interest which may arise between the directors
duties to the Company and their duties to the other companies on whose boards
they serve, the directors and officers of the Company expect that participation
in exploration prospects offered to the directors will be allocated between the
various companies that they serve on the basis of prudent business judgement and
on the relative financial abilities and needs of the companies to participate.
The success of the Company and its ability to continue to carry on operations is
dependent upon its ability to retain the services of certain key employees and
members of its Board of Directors.

Foreign Jurisdiction Risks.

The Companys activities could be subject not only to risks
common to operations in the mining industry, but also the political and economic
uncertainties of operating in a foreign jurisdiction. All laws may result in
risks such as possible misinterpretation of laws, unilateral modification of
mining or exploration rights, operating restrictions, increased taxes,
environmental regulation, mine safety and other risks arising out of sovereignty
over mining, any or all of which could have an adverse impact upon the Company.
The Companys operations may also be affected in varying degrees by political
and economic instability, terrorism, crime, extreme fluctuations in currency
exchange rates and inflation. The Companys operations and exploration
activities are subject to federal and state laws and regulations governing
protection of the environment. These laws are continually changing and, as a
general matter, are becoming more restrictive.

---

- 15 -

If the Company raises additional funding through equity
financings, then the Company's current shareholders will suffer
dilution.

The Company currently has enough money to fund expected
administrative costs and mineral property investigations for the next twelve
months. However, additional working capital will be required to fund any
significant mineral property acquisitions. Management anticipates that the
Company would have to sell additional equity securities including, but not
limited to, its common stock, share purchase warrants or some form of
convertible security, in order to raise this additional working capital. The
effect of additional issuances of equity securities will result in the dilution
of existing shareholders percentage ownership interests.

Likely PFIC Status Has Consequences for United States
Investors.

Potential investors who are U.S. taxpayers should be aware that
the Company expects to be classified for U.S. tax purposes as a passive foreign
investment company (PFIC) for the current fiscal year, and may also have been
a PFIC in prior years and may also be a PFIC in future years. If the Company is
a PFIC for any year during a U.S. taxpayers holding period, then such U.S.
taxpayer generally will be required to treat any so-called excess distribution
received on its common shares, or any gain realized upon a disposition of common
shares, as ordinary income and to pay an interest charge on a portion of such
distribution or gain, unless the taxpayer makes a qualified electing fund
(QEF) election or a mark-to-market election with respect to the shares of the
Company. In certain circumstances, the sum of the tax and the interest charge
may exceed the amount of the excess distribution received, or the amount of
proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a
QEF election generally must report on a current basis its share of the Companys
net capital gain and ordinary earnings for any year in which the Company is a
PFIC, whether or not the Company distributes any amounts to its shareholders. A
U.S. taxpayer who makes the mark-to-market election generally must include as
ordinary income each year the excess of the fair market value of the common
shares over the taxpayers tax basis therein. See also Item 10E  Passive Foreign Investment Company.

Penny Stock Classification Could Affect the Marketability
of the Company's Common Stock and Shareholders Could Find It Difficult to Sell
Their Stock.

The penny stock rules in the United States require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

Further, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the
Company's common shares in the U.S and shareholders may find it more difficult
to sell their shares.

---

- 16 -

ITEM 4              
        INFORMATION ON THE COMPANY


A.        History and
Development of the Company

Incorporation

| | 1. | The legal name of the Company is Quartz Mountain
      Resources Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | Quartz Mountain Resources Ltd. was incorporated on August
      3, 1982, in British Columbia, Canada. The Company was originally
      incorporated as Wavecrest Resources Ltd., but changed its name to Quartz
      Mountain Gold Corp. on June 18, 1986. On November 5, 1997, the name of the
      Company was changed from Quartz Mountain Gold Corp. to Quartz Mountain
      Resources Ltd. and the shares were consolidated on a reverse
      ten-old-for-one-new share basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3. | The Companys common shares were quoted on the United
      States NASDAQ SmallCap Market until May 12, 1994 when it ceased to meet
      the minimum listing requirements for this market. The Companys common
      shares were listed on The Toronto Stock Exchange until November 10, 1994,
      when it ceased to meet the minimum listing requirements for listing on The
      Toronto Stock Exchange. Prior to November 15, 1989, the shares were also
      listed on the Vancouver Stock Exchange. The Company voluntarily removed
      its share listing from the Vancouver Stock Exchange (now the TSX Venture
      Exchange) at that time. The Company then traded in Canada on the Canadian
      Unlisted market. In October 2000, the Canadian Unlisted market was
      amalgamated into, and became Tier 3 of, the TSX Venture Exchange. On
      December 23, 2003, the Company was reclassified as a Tier 2 company. On
      February 17, 2005, the Company transferred its listing to NEX, a separate
      board of the TSX Venture Exchange, established in August 2003 to provide a
      new trading forum for listed companies that have fallen below the TSX
      Venture Exchanges ongoing listing standards, due to low levels of
      business activity, or due to having ceased to carry on an active business.
      Currently, the Companys shares trade on NEX under the symbol QZM.H, and
      certain broker-dealers in the United States make a market in the Companys
      shares on the OTC Bulletin Board under the symbol
QZMRF.

Offices

The Companys business office is located at Suite 1020  800
West Pender Street, Vancouver, British Columbia V6C 2V6; telephone (604)
684-6365. The Company was incorporated under and continues to subsist under the
laws of the Province of British Columbia. The Companys registered office is
Suite 1500  1055 West Georgia Street, Vancouver, British Columbia V6E 4N7;
telephone (604) 689-9111.

---

- 17 -

B.        Business
Overview

The Companys Business Strategy and Principal Activities

The Company is engaged in the acquisition and exploration of
mineral properties, with a principal concentration on gold and silver.

In the first three years of its existence the Company was
active in the exploration of small gold and silver prospects in Canada, but none
of these prospects warranted further development. In 1986, the Company acquired
the Quartz Mountain gold property (the Property), located in south central
Oregon, and until January 2002 most of the Companys effort was expended on the
exploration and maintenance of these claims. Interests in this property and
other properties were acquired by direct purchase, lease, and option, or through
joint ventures.

The Company sold the Property during the fiscal year ended July
31, 2002, to Seabridge Resources Ltd. and Seabridge Resources Inc. (collectively
Seabridge). Seabridge subsequently changed its name to Seabridge Gold Inc. At
closing, Quartz received 300,000 Seabridge common shares, 200,000 Seabridge
common share purchase warrants, US$100,000 and a 1% NSR from any future
production on the Property. This transaction was approved by consent of the
majority of the Companys shareholders. Also during fiscal 2002, the Company
sold the 300,000 common shares of Seabridge that it had received in the
disposition of the Property, exercised the 200,000 warrants that it received
pursuant to that transaction, and had subsequently sold the common shares that
it had acquired upon the exercise of the warrants.

The Company does not expect to generate any royalty revenue
from the Property for several years, and it is not known at this time when any
mining will commence, if at all, on this Property. The Company maintained an
interest in 67 unpatented mining claims essential to the Property and leased
land contiguous to these claims. Seabridge or any future owner of the Property
will be responsible for all costs relating to the Property and the Companys
interest in the Property is limited to any future NSR that would be forthcoming
if or when any mining commences on the Property.

In fiscal 2003, Quartz entered into a Letter Option Agreement
to acquire a 100% interest in the Ample-Goldmax Mineral Claims located in the
Lillooet Mining Division, British Columbia. Quartz paid the optionors Cdn$10,000
at the time of signing and issued 25,000 common shares on the date of regulatory
approval. An additional 75,000 common shares were issued in fiscal 2003 and
25,000 common shares were issued in fiscal 2004 pursuant to the option
agreement. During the year ended July 31, 2004, the Company terminated its
option and accordingly, wrote off its interest in the amount of $15,210. The
Company has no further obligations under the option agreement.

In fiscal 2007, the Company continued in its efforts to find a
suitable mineral property, for potential acquisition and exploration. These
efforts focused on potential acquisition targets in India. The Company did not
find a suitable property for acquisition in 2007, but plans to continue
reviewing mineral properties to determine whether there are any properties of
merit that could be financed by the Company.

The Company does not have any operating revenue and anticipates
that it will rely on sales of its equity securities in order to finance its
acquisition and exploration activities.

C.        Organizational
Structure

The Company conducts its business affairs through its
wholly-owned subsidiaries: Quartz Mountain Gold Inc., a Nevada corporation, and
the latter companys wholly-owned subsidiary Wavecrest Resources Inc., a
Delaware corporation.

---

- 18 -

D.        Property,
Plants and Equipment

The Company has no mining or plant equipment.

E.        Currency

All currency amounts in this Annual Report are stated in United
States dollars unless otherwise indicated (see Item
3 for exchange rate information).

---

- 19 -

ITEM
      5 **OPERATING AND FINANCIAL REVIEW AND PROSPECTS**


OVERVIEW

The Company does not currently have an active exploration
project. Accordingly, during the fiscal year ended July 31, 2007, the Companys
activities were primarily restricted to conducting property investigations of
mineral property interests. These investigations did not lead to any
acquisitions. As Quartz is an exploration stage company, it does not have any
revenues from its operations to offset its expenditures. Accordingly, the
Companys ability to continue its property investigation activities will be
contingent upon achieving additional financing.

The Companys financial statements are prepared on the basis
that it will continue as a going concern. The Company has incurred losses since
inception and the ability of the Company to continue as a going concern depends
upon its ability to continue to raise adequate financing and to develop
profitable operations. Quartzs financial statements do not reflect adjustments,
which could be material, to the carrying values of assets and liabilities, which
may be required should the Company be unable to continue as a going concern.

The following discussion should be read in conjunction with the
audited consolidated financial statements and related notes, accompanying this
Annual Report. The Company prepares and files its consolidated financial
statements with various Canadian regulatory authorities, in accordance with
Canadian GAAP. Reference should be made to note 8 to the July 31, 2007 financial
statements, which provide a reconciliation of material measurement differences
between Canadian GAAP and US GAAP and their effect on the consolidated financial
statements.

Critical Accounting Policies and Estimates

The Company's accounting policies are presented in note 3 of
the accompanying audited consolidated financial statements for the year ended
July 31, 2007 and a reconciliation of material measurement differences between
these principles and US GAAP principles is shown in note 8.

The preparation of consolidated financial statements in
accordance with generally accepted accounting principles requires management to
select accounting policies and make estimates. Such estimates may have a
significant impact on the financial statements. These include:

- the estimation of mineral resources and reserves,
- the carrying values of mineral properties,
- the estimation of asset retirement obligations, and
- the carrying values of future income tax assets and liabilities.

Actual amounts could differ from the estimates used and,
accordingly, affect the results of operation.

---

- 20 -

Mineral resources and reserves, and the carrying values of
mineral properties

Mineral resources and reserves are estimated by professional
geologists and engineers in accordance with recognized industry, professional
and regulatory standards. These estimates require inputs such as future metals
prices, future operating costs, and various technical geological, engineering,
and construction parameters. Changes in any of these inputs could cause a
significant change in the resources and reserves determined which in turn could
have a material effect on the carrying value of mineral property interests.

The carrying value of mineral properties is also dependant on
the valuation used for the common shares of the Company issued for the
acquisition of mineral properties. The value of the common shares issued is the
price of the common shares of the Company at the date of issuance to effect the
acquisition.

Site restoration costs (asset retirement obligations)

Upon the completion of any mining activities, the Company will
ordinarily be required to undertake environmental reclamation activities in
accordance with local and/or industry standards. The estimated costs of these
reclamation activities are dependent on labour costs, the environmental impacts
of the Company's operations, the effectiveness of the chosen reclamation
techniques, and on applicable government environmental standards. Changes in any
of these factors could cause a significant change in the reclamation expense
charged in a period.

Future income tax assets and liabilities

The Company uses the asset and liability method of accounting
for income taxes. Future income tax assets and liabilities are computed based
upon differences between the carrying amount of assets and liabilities on the
balance sheet and their corresponding tax values. Future income tax assets also
result from unused loss carry-forwards and other deductions and are recognized
to the extent that they are considered more likely than not to be realized. The
carrying value of future income tax assets is adjusted, if necessary, by the use
of a valuation allowance, to reflect the estimated realizable amount.

---

- 21 -

A.        Operating
Results

Results of Operations

|                                            |   | Year ended July 31 |  
|------------------------------------------- | - | ------------------ | -
|                                            |   | 2007               |  
|Expenses (Income)                           |   |                    |  
|Office and administration                   | $ | 89,607             |  
|Foreign exchange gain                       |   | (25,873            | )
|Interest income                             |   | (35,741            | )
|Mineral property investigations             |   | 325,856            |  
|Legal, accounting and audit                 |   | 21,689             |  
|Regulatory, trust and filing                |   | 23,326             |  
|                                            |   |                    |  
|Loss for the year  Canadian GAAP           | $ | (398,864           | )
|                                            |   |                    |  
|US GAAP Reconciliation                      |   |                    |  
|Mineral property acquisition
      costs(1) |   | -                  |  
|                                            |   |                    |  
|Loss for the year
       US GAAP           | $ | (398,864           | )

Notes:

|(1) | Under Canadian GAAP, mineral property acquisition costs,
      and exploration and development expenditures incurred subsequent to the
      determination of the feasibility of mining operations, are capitalized
      until the property to which they relate have been placed into production,
      sold, allowed to lapse or abandoned. In contrast, under US GAAP, mineral
      property exploration and development expenditures are expensed as
      incurred. (See notes 3(d) and 8 of the notes to the audited consolidated
      financial statements for the years ended July 31, 2007, 2006, and 2005 for
      more information).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 22 -

Years ended July 31, 2007 and July 31, 2006

Loss for the year ended July 31, 2007 was $398,864. This
compares with a loss of $65,458 for the year ended July 31, 2006. The increased
loss was due to significant mineral property investigation costs incurred during
the year (2007  $325,856; 2006  $nil). Such costs were mainly incurred in
India, where the Company focused its efforts in 2007 at finding a suitable
mineral exploration property. Mineral property investigation costs in 2007
consisted primarily of $153,000 for geological wages, services and supplies,
along with $116,000 for conferences and travel.

The Company recorded a foreign exchange gain of $25,873,
compared with a gain of $53,106 in the prior year. The Company recorded gains on
its Canadian dollar cash and cash equivalents, due to a rise in the Canadian
dollar over the twelve months ended July 31, 2007.

Interest income for the year ended July 31, 2007 was $35,741,
compared with $26,201 in 2006, due mainly to a higher monthly average cash
balance and an increase in interest rates.

Years ended July 31, 2006 and July 31, 2005

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.

B.        Liquidity and
Capital Resources

At July 31, 2007, the Company had working capital of
approximately $698,500 (2006 - $1,097,000) which is sufficient to fund expected
administrative costs and mineral property investigations for the next twelve
months.

Additional working capital will be required to fund any major
mineral property acquisition, in the event that a suitable property is
identified. The Company does not have sufficient funding at this time to
complete a major acquisition. Any new mineral property acquisition will require
additional financing, likely through the issuance of common shares.

Cash and cash equivalents at July 31, 2007 amounted to $663,877
(2006 - $1,071,431). Operating activities in fiscal 2007 utilized cash of
$407,554 (2006 - $87,527), primarily for the mineral property investigation
activities. In fiscal 2007 there was no share capital activity, while in fiscal
2006, $488,203 was received in cash upon the exercise of 1,510,000 share
purchase warrants. These warrants constituted part of the 1,510,000 units issued
in a non-brokered private placement during the year ended July 31, 2004, to
directors and officers of the Company.

---

- 23 -

Requirement of Financing

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 private placement financings and also upon the exercise of warrants.
The Company's access to exploration financing is always uncertain, and there can
be no assurance of continued access to significant equity funding.

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 sale 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 properties that may eventually be acquired.
There is no assurance that the Company will be successful in obtaining adequate
financing when it is needed, or that it would be able to obtain any such
financing on terms that are reasonably acceptable to the Company.

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.

As at January 2, 2008, the Company does not have any unused
banking commitments or lines of credit, which could provide additional working
capital.

Financial Instruments

The Companys holdings of financial instruments are
predominantly denominated in Canadian dollars. The Company does not engage in
any hedging operations with respect to currency or in-situ minerals. Funds which
are currently in excess of the Companys immediate expenditure requirements are
invested in low risk, highly liquid investments with original maturations of
three months or less.

The Company does not have any material commitments for capital
expenditures and, accordingly, can remain relatively flexible in gearing its
activities to the availability of funds.

The Company estimates that the cost of maintaining its
corporate administrative activities is approximately $130,000 per year, if the
Company does not commence any exploration programs on any property which it
acquires. This is an estimated minimum annual cost to maintain the Company. Any
exploration program would require funds above these minimum administration costs
which include: office, legal, audit, filing, and transfer agent fees.

---

- 24 -

C.        Research
Expenditures

Quartz does not carry out any research or development
activities. Please refer to Item 5A and
Item 5B above for a discussion of the
expenditures that the Company has incurred in connection with its business
activities.

D.        Trend
Information

Overall, gold prices have been increasing for more than three
years. Although there was some volatility late in 2006, the average for the year
 US$604/oz  was higher than the average price  US$445/oz  in 2005. This
volatility continued in early 2007, but prices have mainly been increasing since
mid January. The average price over the first ten months of 2007 is US$675/oz.

However, since Quartz has not acquired a mineral property, the
Company expects that the increasing trend in gold prices will have little or no
impact on the Companys ability to attract significant equity financing.

E.        Off  Balance
Sheet Arrangements

Quartz has no off-balance sheet arrangements.

As used in this Item 5E, the
term "off-balance sheet arrangement" means any transaction, agreement or other
contractual arrangement to which an entity, unconsolidated with the Company, is
a party, under which the Company has:

|(a) | any obligation under a guarantee contract that has any of
      the characteristics identified in paragraph 3 of FASB Interpretation No.
      45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others (November 2002)
      ("FIN 45"), as may be modified or supplemented, excluding the types of
      guarantee contracts described in paragraphs 6 and 7 of FIN 45;                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | a retained or contingent interest in assets transferred
      to an unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such assets;                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | any obligation under a derivative instrument that is both
      indexed to the Company's own stock and classified in stockholders' equity,
      or not reflected, in the Company's statement of financial position;
    or                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | any obligation, including a contingent obligation,
      arising out of a variable interest (as referenced in FASB Interpretation
      No. 46, Consolidation of Variable Interest Entities (January 2003), as may
      be modified or supplemented) in an unconsolidated entity that is held by,
      and material to, the Company, where such entity provides financing,
      liquidity, market risk or credit risk support to, or engages in leasing,
      hedging or research and development services with, the
  Company.

---

- 25 -

F.        Tabular
Disclosure of Contractual Obligations

As at fiscal year end July 31, 2007, the Company had the
following contractual obligations:

Payments due by periodContractual Obligations
      Total
      Less than 1 year
      1-3 years
      3-5 years
      More than 5 yearsLong-Term Debt Obligations
      Nil
      Nil
      Nil
      Nil
      NilCapital Finance/Lease
      Nil
      Nil
      Nil
      Nil
      NilOperating Lease
      Nil
      Nil
      Nil
      Nil
      NilPurchase Obligations
      Nil
      Nil
      Nil
      Nil
      NilOther long-term liabilities reflected 
        on the Companys balance sheet 
        under the GAAP of the primary 
        financial statements
      Nil
      Nil
      Nil
      Nil
      NilTotal
      Nil
      Nil
      Nil
      Nil
      Nil


G.        Safe Harbor

The safe harbor provided in Section 27A of the Securities Act
and Section 21E of the Exchange Act applies to forward-looking information
provided pursuant to Item 5Eand Item 5F above.

---

- 26 -

ITEM 6              
        DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


A.Directors and Senior Management

Name(1)
    Yearborn
    Position
    Director SinceRene G. Carrier
    1944
    President and Director
    January 2000Brian F. Causey
    1946
    Director
    January 2003T. Barry Coughlan
    1945
    Director
    January 2005Gordon J. Fretwell
    1953
    Secretary and Director
    January 2003


|(1) | To the best of the Company's knowledge, none of such
      persons has any family relationship with any other and none were elected
      as a director or appointed as an officer as a result of an arrangement or
      understanding with a major shareholder, customer, supplier, or any other
      party.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following is biographical information on each of the
persons listed above.

RENE G. CARRIER  President and Director

Rene Carrier is a past Vice-President of Pacific International
Securities Inc. where he worked for ten years, until 1991. Since that time he
has been President of Euro-American Capital Corporation, a private company which
specializes in restructuring, administration, and raising venture capital funds
for junior companies.

Mr. Carrier currently is, or was within the past five years, an
officer and/or director of the following public companies:

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Director
    January 2000
    PresentPresident
    June 2005
    PresentAcrex Ventures Ltd.
    Director
    September 2000
    September 2003Chartwell Technology Inc.
    Director
    June 1991
    April 2007Continental Minerals Corporation
    Director
    February 2001
    PresentInternational Royalty Corporation
    Lead Director
    June 2003
    PresentRockwell Diamonds Inc.
    Director
    April 1993
    Present


---

- 27 -

BRIAN CAUSEY, B.Comm., C.A.  Director

Brian Causey holds a B.Comm. degree and was admitted to the
Institute of Charted Accountants of British Columbia in 1971. Formerly a partner
of Peat Marwick Thorne (now KPMG LLP) (1969-1977), Mr. Causey is currently
Director of Project Finance for Hunter Dickinson Inc., a position he was
appointed to in 2001.

Mr. Causey is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Director
    January 2003
    PresentYaletown Capital Corp.
    Director
    April 2007
    Present


T. BARRY COUGHLAN, B.A.  Director

Barry Coughlan is a self-employed businessman and financier who
has been involved in the financing of publicly traded companies for over 20
years. His principal occupation is President and Director of TBC Investments
Ltd., a private investment company.

Mr. Coughlan is, or was within the past five years, an officer
and/or a director of the following companies:

Company
      Positions Held
      From
      ToQuartz Mountain Resources Ltd.
      Director
      January 2005
      PresentAMS Homecare Inc.
      Director
      November 2001
      November 2004Continental Minerals Corporation
      Director
      May 2006
      December 2006Farallon Resources Ltd.
      Director
      March 1998
      PresentGreat Basin Gold Ltd.
      Director
      February 1998
      PresentIcon Industries Ltd.
      President, CEO and 
        Director
      September 1991
      PresentTaseko Mines Limited
      Director
      February 2001
      PresentTri-Gold Resources Corp.
      President and Director
      June 1986
      Present


GORDON J. FRETWELL, B.Comm. LLB.  Secretary and Director

Gordon Fretwell holds a B.Comm. degree and graduated from the
University of British Columbia in 1979 with his Bachelor of Law degree. Formerly
a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a
self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver
practicing primarily in the areas of corporate and securities law.

Mr. Fretwell is, or was within the past five years, an officer
and/or director of the following public companies:

---

- 28 -

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Secretary and Director
    January 2003
    PresentBell Resources Corporation
    Director
    June 2001
    PresentBenton Resources Corp.
    Director
    March 2005
    PresentContinental Minerals Corporation
    Director
    February 2001
    PresentCopper Ridge Explorations Inc.
    Secretary and Director
    September 1999
    PresentGrandcru Resources Corp.
    Director
    December 2002
    PresentIcon Industries Limited
    VP of Legal Services
    December 2000
    PresentDirector
    July 2004
    PresentInternational Royalty corporation
    Director
    February 2005
    PresentKeegan Resources Inc.
    Director
    February 2004
    PresentLignol Energy Corporation
    Director
    January 2007
    PresentMeritus Minerals Ltd.
    Director
    June 2007
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June 2004
    PresentPine Valley Mining Corp.
    Director
    August 2003
    PresentRockwell Diamonds Inc.
    Secretary
    March 1998
    PresentDirector
    March 1998
    September 2006Tri-Gold Resources Corp.
    Director
    July 2001
    October 2003Secretary
    July 2001
    September 2003CFO
    November 2005
    January 2006


B.Compensation

During the Company's financial year ended July 31, 2007, the
aggregate cash compensation paid or payable by the Company or its subsidiaries
to its directors and senior officers, all of whose financial statements are
consolidated with those of the Company, was $6,705.

Rene G. Carrier, President and Jeffrey R. Mason, Principal
Financial Officer are each Named Executive Officers of the Company for the
purposes of the following disclosure.

The compensation paid to the Named Executive Officers during
the Companys three most recently completed financial years is as set out
below:

---

- 29 -

Summary Compensation Table

NAMED EXECUTIVE 
        OFFICERS 
        Name and Principal Position
      Year
      Annual Compensation
      Long Term Compensation
      All Other 
        Compensation 
        ($)Awards
      PayoutsSalary 
        ($)
      Bonus 
        ($)
      Other 
        Annual 
        Compen- 
        sation 
        ($)
      Securities 
        Under 
        Options/SARs 
        Granted 
        (#)
      Shares or 
        Units 
        Subject to 
        Resale 
        Restrictions 
        ($)
      LTIP 
        Payouts 
        ($)Rene G. Carrier(1)
        President
      2007 
        2006 
        2005
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        700(2)
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilJeffrey R. Mason(3)
        Principal Accounting Officer
      2007 
        2006 
        2005
      6,705 
        8,709 
        2,991
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil


|Notes: |                                                                                                                                                              
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)    | Rene G. Carrier was appointed as President of the Company
      on June 16, 2005.                                                                            
|(2)    | This amount represents US$571 paid to Euro-American
      Capital Corporation, a private company controlled by Rene G. Carrier for
      management services.
|(3)    | Jeffrey R. Mason has been Principal Accounting Officer
      since January 22, 2005.                                                                         

Long-Term Incentive Plan Awards

A long term incentive plan (LTIP) is a plan providing
compensation intended to motivate performance over a period greater than one
financial year and does not include option or stock appreciation rights
(SARs) plans or plans for compensation through shares or units that are
subject to restrictions on resale. The Company did not award any LTIPs to any
Named Executive Officer during the most recently completed financial year.

Share Options

The only equity compensation plan which the Company has in
place is its share option plan (See Item 6E
Share Option Plan). The Plan has been
established to provide incentive to qualified parties to increase their
proprietary interest in the Company and thereby encourage their continuing
association with the Company. The Plan is administered by the directors of the
Company. The Plan provides that options will be issued to directors, officers,
employees and consultants of the Company or a subsidiary of the Company. The
Plan provides that the number of common shares issuable under the Plan, together
with all of the Companys other previously established or proposed share
compensation arrangements, may not exceed 10% of the total number of issued and
outstanding common shares under the Plan. No option was granted during the 2007
fiscal year and as at July 31, 2007 and the date of this Annual Report, there
are no options outstanding. All options expire on a date not later than five
years after the date of grant of such option, for an NEX listed Company.

Termination of Employment, Change in Responsibilities and
Employment Contracts

There is no written employment contract between the Company and
any Named Executive Officer.

There is no compensatory plan or arrangement, with respect to
any Named Executive Officer resulting from the resignation, retirement or any
other termination of an officers employment or from a change of any Named
Executive Officers responsibilities following a change in control.

Pension Plans

There is no defined benefit or actuarial plans in place for the
Company.

---

- 30 -

C.        Board Practices

All directors were elected at the January 19, 2007 annual
general meeting. All directors have a term of office expiring at the next annual
general meeting of Quartz, scheduled to be held January 16, 2008. All officers
have a term of office lasting until their removal or replacement by the Board of
Directors.

There were no arrangements, standard of otherwise, pursuant to
which directors were compensated by Quartz or its subsidiaries for their
services in their capacity as directors, or for committee participation,
involvement in special assignments or for services as consultants or experts
during the most recently completed financial year.

General

The Board believes that good corporate governance improves
corporate performance and benefits all shareholders. The Canadian Securities
Administrators (the "CSA") have adopted National Policy 58-201 Corporate
Governance Guidelines, which provides non-prescriptive guidelines on
corporate governance practices for reporting issuers such as the Company. In
addition, the CSA have implemented National Instrument 58-101 Disclosure of
Corporate Governance Practices, which prescribes certain disclosure by the
Company of its corporate governance practices. This section sets out the
Companys approach to corporate governance and addresses the Companys
compliance with NI 58-101.

1.     Board of Directors

Directors are considered to be independent if they have no
direct or indirect material relationship with the Company. A "material
relationship" is a relationship which could, in the view of the Companys Board
of Directors (the Board), be reasonably expected to interfere with the
exercise of a directors independent judgment.

The Board facilitates its independent supervision over
management in a number of ways including: by holding regular meetings without
the presence of management; by retaining independent consultants; and by
reviewing corporate developments with larger shareholders, analysts and
potential industry partners, where it deems necessary.

Messrs. Brian F. Causey and T. Barry Coughlan are the Companys
only independent directors. As such, the Company is taking steps to ensure that
the duties generally performed by independent directors are being performed by
the current directors. The Board members have extensive experience as directors
of public companies and are sensitive to the related corporate governance and
financial reporting obligations associated with such positions. Thus, the Board
members are reasonably well versed in the obligations of directors and the
expectations of independence from management.

2.     Other Directorships

The section entitled Item 6 
Directors, Senior Management and Employees in this Annual Report
gives details of other reporting issuers of which each director is a director or
officer.

---

- 31 -

3.     Orientation and Continuing
Education

The Company has traditionally retained experienced mining
people as directors and hence the orientation needed is minimized. When new
directors are appointed, they are acquainted with the Companys business
activities and the expectations of directors. Board meetings generally include
presentations by the Companys senior management and project staff in order to
give the directors full insight into the Companys operations.

4.     Ethical Business Conduct

The Board has found that the fiduciary duties placed on
individual directors by the Companys governing corporate legislation and the
common law and the restrictions placed by applicable corporate legislation on an
individual directors participation in decisions of the Board in which the
director has an interest have been sufficient to ensure that the Board operates
independently of management and in the best interests of the Company.

5.     Nomination of Directors

The Board considers its size each year when it considers the
number of directors required, taking into account the number required to carry
out the Boards duties effectively and to maintain a diversity of views and
experience.

The Board does not have a nominating committee, and these
functions are currently performed by the Board as a whole. However, if there is
a change in the number of directors required by the Company, this policy will be
reviewed.

6.     Compensation

The Board determines the compensation for the President. The
directors receive no cash compensation for acting in their capacity as directors
of the Company.

7.     Other Board Committees

The Board has no compensation or other committees other than
the audit committee.

8.     Assessments

The Board monitors the adequacy of information given to
directors, communication between the Board and management and the strategic
direction and processes of the Board and its committee.

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- 32 -

AUDIT COMMITTEE

The Audit Committees Charter

The audit committee has a charter that sets out its mandate and
responsibilities. A copy of the audit committee charter was filed with the
Securities and Exchange Commission as an exhibit to the Companys Annual Report
filed on Form 20-F for the fiscal year ended July 31, 2004 and is available at
www.sec.gov.

Composition of the Audit Committee

The members of the audit committee are Rene G. Carrier, Brian
F. Causey and Gordon J. Fretwell. Brian F. Causey is the only independent member
of the audit committee. All members are considered to be financially literate.

Relevant Education and Experience

As a result of their education and experience, each member of
the audit committee has familiarity with, an understanding of, or experience
in:

- the accounting principles used by the Company to prepare its financial
  statements, and the ability to assess the general application of those
  principles in connection with estimates, accruals and reserves;
- reviewing or evaluating financial statements that present a breadth and
  level of complexity of accounting issues that are generally comparable to the
  breadth and complexity of issues that can reasonably be expected to be raised
  by the Company's financial statements, and
- an understanding of internal controls and procedures for financial
  reporting.

Audit Committee Oversight

The audit committee has not made any recommendations to the
Board of Directors to nominate or compensate any external auditor.

The Companys auditor Davidson & Co. LLP has not provided
any material non-audit services during the most recently completed fiscal
year.

Pre-Approval Policies and Procedures

The Company has procedures for the review and pre-approval of
any services performed by its auditors. The procedures require that all proposed
engagements of its auditors for audit and non-audit services be submitted to the
audit committee for approval prior to the beginning of any such services. The
audit committee considers such requests, and, if acceptable to a majority of the
audit committee members, pre-approves such audit and non-audit services by a
resolution authorizing management to engage the Companys auditors for such
audit and non-audit services, with set maximum dollar amounts for each itemized
service. During such deliberations, the audit committee assesses, among other
factors, whether the services requested would be considered "prohibited
services" as contemplated by the regulations of the US Securities and Exchange
Commission, and whether the services requested and the fees related to such
services could impair the independence of the auditors.

---

- 33 -

Exemptions

Pursuant to section 6.1 of Multilateral Instrument 52-110 (MI
52-110), the Company is exempt from the requirements of Parts 3 and 5 of MI
52-110 in respect of the composition of its audit committee and in respect of
its reporting obligations under MI 52-110 for the year ended July 31, 2007, by
virtue of the Company being a "venture issuer". This exemption exempts a
"venture issuer" from, among other things, the requirement to have 100% of the
members of its audit committee be independent, as would otherwise be required by
MI 52-110.

D.        Employees

At January 2, 2008 and for each of the past three fiscal years,
the Company has had no employees and has contracted staff on an as-needed basis.
The directors of the Company primarily administer the Companys functions
through the employees of HDI, a private company with certain directors in common
with the Company (see Item 7  Major Shareholders and
Related Party Transactions).

E.        Share Ownership

Security Holdings of Directors and Senior Management

As at January 2, 2008, the directors and officers of Quartz and
their affiliates, directly and indirectly, own or control as a group an
aggregate of 150,000 common shares (1.12%) .

As at January 2, 2008, the Company's directors and officers
beneficially own the following number of the Company's common shares, options
and warrants:

Name of Insider
    Securities Beneficially
      Owned(1)
    As a % of outstanding common sharesRene G. Carrier
    150,000 common shares
    1.12%Brian F. Causey
    Nil
    NilGordon J. Fretwell
    Nil
    NilT. Barry Coughlan
    Nil
    Nil


Notes:

|(1) | This information has been provided by the individual
      directors as provided by them on www.sedi.ca
|--- | -------------------------------------------------------------------------------------------------------

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- 34 -

Share Option Plan

As at January 2, 2008, no options were outstanding pursuant to
the Company's share option plan, and an aggregate of 1,339,943 common shares
were available for issuance, pursuant to the Companys share option plan,
described below.

|(a) | Incentive Options none outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | Share Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In order to provide incentive to directors, officers,
      employees, management and others who provide services to the Company to
      act in the best interests of the Company, the Company has adopted a Share
      Incentive Plan (the "Plan").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | At the Company's annual general meeting (the "Meeting")
      held on January 19, 2007, shareholders confirmed the Companys share
      option plan. The Plan is based on the maximum number of eligible shares
      equalling a rolling percentage of up to 10% of the Company's outstanding
      common shares, calculated from time to time. Pursuant to the Plan, if
      outstanding options are exercised, or expire, or the number of issued and
      outstanding common shares of the Company increases, the number of options
      available to grant under the Plan increases proportionately. The exercise
      price of each option is set by the Board of Directors at the time of grant
      but cannot be less than the market price. Options can have a maximum term
      of five years and typically terminate 90 days following the termination of
      the optionee's employment or engagement, except in the case of retirement
      or death. Vesting of options is at the discretion of the Board of
      Directors at the time the options are granted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Eligible Optionees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Under the policies of the TSX Venture Exchange (TSX-V),
      to be eligible for the issuance of a stock option under the Plan an
      optionee must either be a director, officer or employee of the Company, or
      a consultant or an employee of a company providing management or other
      services to the Company, or its subsidiaries, at the time the option is
      granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Options may be granted only to an individual or to a
      company that is wholly-owned by individuals eligible for an option grant.
      If the option is granted to a non-individual, the company must provide
      TSX-V with an undertaking that it will not permit any transfer of its
      securities, nor issue further securities, to any other individual or
      entity as long as the incentive stock option remains in effect without the
      consent of TSX-V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Insider Limitations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The number of shares reserved for issuance under options
      granted to insiders may exceed 10% of the issued shares, and, within a
      twelve month period, the number of options granted to insiders may exceed
      10% of the issued shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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- 35 -

Disinterested Shareholder
Approval

In accordance with the requirements of
the TSX-V and the terms of the Plan, disinterested shareholder approval was
received at the Meeting.

"Disinterested Shareholder Approval"
means the approval by a majority of the votes cast by all shareholders of the
Company at the Meeting excluding votes attached to listed shares beneficially
owned by insiders of the Company to whom the options have been granted under the
existing plan and associates of those insiders.

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- 36 -

ITEM
      7 **MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**


A.        Major
Shareholders

Major Shareholders

Quartz is a publicly-held corporation, with its shares held by
residents of Canada, the United States of America and other countries. To the
best of Quartzs knowledge, other than as noted below, no person, corporation or
other entity beneficially owns, directly or indirectly, or controls more than 5%
of the common shares of Quartz, the only class of securities with voting rights.
For these purposes, beneficial ownership means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any
security.

As of January 2, 2008, Quartz had authorized unlimited common
shares without par value, of which 13,399,426 were issued and outstanding. The
following table sets forth certain information with respect to beneficial
ownership of the Companys common stock as of January 2, 2008, by (i) each
shareholder known to be the beneficial owner of more than 5% of the common stock
and (ii) the officers and directors as a group indirectly, by any other
corporation or by any foreign government.

Identity of Person or Group
    Shares
    Percentage Beneficially Owned of ClassEstate of David S. Jennings (1)
    3,962,424
    29.6%Robert A. Dickinson
    1,490,569
    11.1%


Notes:

| | 1. | Dr. Jennings passed away on May 15, 2005. At the time of
      his death, he was the President, Chief Executive Officer and a director of
      the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of January 2, 2008, Quartzs register of shareholders
indicates that Quartzs common shares are held as follows:

Location
    Number of registeredshareholders of record
    Number of shares
    Percentage of totalsharesCanada
    110
    11,685,118
    87.2%United States
    1,527
    1,438,721
    10.7%Other
    14
    275,587
    2.1%Total
    1,651
    13,399,426
    100.0%


Shares registered in intermediaries were assumed to be held by
residents of the same country in which the clearing-house was located.

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- 37 -

Transfer Agent

The Companys securities are recorded on the books of its
transfer agent, Computershare Trust Company of Canada, located at 4th Floor, 510
Burrard Street, Vancouver, B.C. V6C 3B9; telephone (604) 661-0271 in registered
form. However, the majority of such shares are registered in the name of
intermediaries such as brokerage houses and clearing houses (on behalf of their
respective brokerage clients). Quartz does not have knowledge or access to the
identities of the beneficial owners of such shares registered through
intermediaries.

Control

To the best of its knowledge, the Company is not owned or
controlled, directly or indirectly, by any other corporation, by any foreign
government or by any other natural or legal person, severally or jointly, other
than as noted above under Major Shareholders. There are no arrangements known to
Quartz which, at a subsequent date, may result in a change in control of the
Company.

Insider Reports under the British Columbia Securities Act

Under the British Columbia Securities Act, "insiders"
(generally, officers, directors and holders of 10% or more of Quartzs shares)
are required to file insider reports of changes in their ownership in the first
10 days of the month following a trade in Quartzs securities. Copies of such
reports are available for public inspection at the offices of the British
Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver,
British Columbia V7Y 1L2, (604) 899-6500 or at the British Columbia Securities
Commission web site, www.bcsc.bc.ca. In
British Columbia, all insider reports must be filed electronically 10 days
following the date of the trade at www.sedi.ca. The public is able to access these reports
at www.sedi.ca.

B. Related Party Transactions

Except as disclosed below, Quartz has not, since the beginning
of its last fiscal year ended July 31, 2007, and does not propose to:

|(1) | enter into any transactions which are material to Quartz,
      or a related party or any transactions unusual in their nature or
      conditions involving goods, services or tangible or intangible assets to
      which Quartz or any of its former subsidiaries was a party;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                   
|(2) | make any loans or guarantees directly or through any of
      its former subsidiaries to or for the benefit of any of the following
      persons:                                                                                                                                
|    |                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                               

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- 38 -

| | (d) | key management personnel (persons having authority in
      responsibility for planning, directing and controlling the activities of
      Quartz including directors and senior management and close members of such
      directors and senior managements families); or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                             
| | (e) | enterprises in which a substantial voting interest is
      owned, directly or indirectly, by any person described in (c) or (d) or
      over which such a person is able to exercise significant
  influence.                                                             

Hunter Dickinson Inc.

The Company is party to the geological and administrative
services agreement with Hunter Dickinson Inc. (HDI) dated December 31, 1996.
During the fiscal year ended July 31, 2007, the Company paid $417,768 to HDI for
services and reimbursements of third party disbursements pursuant to this
agreement.

HDI is a service-provider corporation which has been providing
geological, engineering and administration services for 20 years to companies
that are exploring, developing and producing from mineral properties. HDI is
owned by 9 public resource companies, including Quartz. The other nine public
companies that own HDI include: Amarc Resources Ltd., Anooraq Resources
Corporation, Casamiro Resource Corporation, Continental Minerals Corporation,
Farallon Resources Ltd., Great Basin Gold Ltd., Taseko Mines Limited, Northern
Dynasty Minerals Ltd. and Rockwell Diamonds Inc. Quartz and the other public
companies listed above each own 10% of HDI.

As an umbrella organization, HDI provides, both cost and
expertise advantages to the companies through access to a shared
multidisciplinary team of mining and financial professionals. This includes:
management capability, geological, engineering and environmental expertise,
financial acumen, and administrative and support services. In addition, HDI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties. As of January 2, 2008, HDI employed or retained
on a substantially full-time basis, twenty-five geoscientists (of which eleven
are professional geologists/PGeo, and two are geological engineers/PEng. and
five are PhDs), ten licensed professional mining, mechanical or civil engineers
(PEng.), thirteen accountants (including seven CAs and five CMAs or CGAs) and at
least 35 administrative and support personnel.

Each public company in the HDI group, including Quartz, has the
right to appoint one director to HDI's Board of Directors so that it has access
to all of HDI's financial records, thus assuring transparency of cost
allocations. HDI resources are made available on an as needed basis, at cost.
Therefore, each public company only pays for the services it uses. In addition,
HDI as a representative of the group has contacts in financial markets,
primarily in North America, Europe and Asia.

Quartzs business relationship with HDI consists of utilizing
the services described above. HDI provides these services to Quartz which
includes the services of Quartzs President, pursuant to a standard (within the
group) Geological Management and Administration Services Agreement with Hunter
Dickinson Inc., dated December 31, 1996 (the "Geological Management and
Administration Services Agreement"). Because of cross membership of many of the
boards of directors within the group, certain members of management and the
Board of Directors of Quartz are also members of the board of directors of HDI.

HDI's arrangements are also flexible enough that it is able to
defer collection of monthly service invoices and on occasion, where surplus
funds are available to HDI, make short term advances to members of the group.
Quartz has been, but is not currently indebted to HDI. The Geological Management
and Administration Services Agreement can be terminated by either party on 30
days notice.

---

- 39 -

C.        Interests of
Experts and Counsel

Not applicable.

---

- 40 -

ITEM
      8 **FINANCIAL INFORMATION**


A.        Consolidated
Statements and Other Financial Information

Item 17 of this Form 20-F
contains Quartzs audited consolidated annual financial statements as at and for
the years ending July 31, 2007, 2006 and 2005.

Legal Proceedings

The Company is not involved in any litigation or legal
proceedings and to the Companys knowledge, no material legal proceedings
involving the Company or its subsidiaries are to be initiated against the
Company.

Dividend Policy

The Company has not paid any dividends on its outstanding
common shares since its incorporation and does not anticipate that it will do so
in the foreseeable future. All funds of the Company are being retained for
administration expenses and mineral property investigations.

B.        Significant
Changes

There have been no significant changes to the accompanying
financial statements since July 31, 2007, except as disclosed in this Annual
Report on Form 20-F.

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- 41 -

ITEM
      9 **THE OFFER AND LISTING**


A.        Offer and
Listing Details

1.Trading Markets

The following table sets forth for the periods indicated the
price history of the Companys common shares on the NEX board of the TSX Venture
Exchange and on the OTC Bulletin Board:

---

- 42 -

TSX VENTURE EXCHANGE
      OTCBBFISCAL
      HIGH (CDN$)
      LOW (CDN$)
      HIGH (US$)
      LOW (US$)2007
      0.68
      0.36
      0.66
      0.292006
      0.70
      0.30
      0.68
      0.222005
      0.68
      0.23
      0.49
      0.192004
      0.55
      0.14
      0.38
      0.082003
      0.28
      0.10
      0.09
      0.07


TSX VENTURE EXCHANGE
      OTCBBQUARTER
      HIGH (CDN$)
      LOW (CDN$)
      HIGH (US$)
      LOW (US$)Q1, 2008
      0.75
      0.45
      0.72
      0.43Q4, 2007
      0.68
      0.59
      0.66
      0.51Q3, 2007
      0.68
      0.47
      0.60
      0.38Q2, 2007
      0.55
      0.36
      0.47
      0.29Q1, 2007
      0.60
      0.36
      0.45
      0.30Q4, 2006
      0.70
      0.50
      0.68
      0.43Q3, 2006
      0.65
      0.36
      0.59
      0.31Q2, 2006
      0.40
      0.33
      0.32
      0.25TSX VENTURE EXCHANGE
      OTCBBMONTH
      HIGH (CDN$)
      LOW (CDN$)
      HIGH (US$)
      LOW (US$)December 2007
      0.50
      0.50
      0.50
      0.46November 2007
      0.55
      0.50
      0.57
      0.48October 2007
      0.50
      0.45
      0.49
      0.43September 2007
      0.60
      0.49
      0.58
      0.43August 2007
      0.75
      0.50
      0.72
      0.64July 2007
      0.68
      0.59
      0.66
      0.53


B.        Plan of
Distribution

Not applicable.

---

- 43 -

C.        Markets

Prior to February 17, 2005, the Companys common shares were
listed and traded in Canada on Tier 2 on the TSX Venture Exchange, under the
symbol QZM.V. The transition to Tier 2 became effective December 23, 2003. Prior
to this, the Company traded on Tier 3 on the TSX Venture Exchange.

On February 17, 2005, the Company transferred its listing to
NEX, a separate board of TSX Venture Exchange. Currently, the Companys common
shares trade on NEX under the symbol QZM.H, and certain broker-dealers in the
United States make market in the Companys shares on the OTC Bulletin Board
under the symbol QZMRF.

D.        Selling
Shareholders

Not applicable.

E.        Dilution

Not applicable.

F.        Expenses of the
Issue

Not applicable.

---

- 44 -

ITEM
      10 **ADDITIONAL INFORMATION**


A.        Share Capital

Not applicable.

B.        Memorandum and
Articles of Association

Quartzs corporate constituting documents comprising Articles
of Association and Memorandum are registered with the British Columbia Registrar
of Companies under Corporation No. BC0253743. A copy of the Companys original
Articles of Association was filed as an exhibit with Quartzs initial
registration statement on Form 20-F.

In March 2004, the Company Act (British Columbia) (the
BCCA) was replaced by the Business Corporations Act (British Columbia)
(the BCA). All companies incorporated under the BCCA were required to complete
a transition application to the BCA by March 29, 2006. The directors of the
Company authorized the Company to file a transition application with the
Registrar of Companies and to comply with the BCA. Accordingly, the Company
filed a Notice of Articles on February 17, 2006. The BCA approved the Companys
Notice of Articles and they were also approved by shareholders on January 25,
2006.

A summary of certain changes under the new articles was
discussed and filed in a prior year with the Companys filing on Form 20-F.

C.        Material
Contracts

Quartzs material contracts as of January 2, 2008 are:

- Geological Management and Administrative Services Agreement with HDI,
  dated for reference December 31, 1996. See Item
  7B.

D.        Exchange
Controls

Quartz is incorporated pursuant to the laws of the Province of
British Columbia, Canada. There is no law or governmental decree or regulation
in Canada that restricts the export or import of capital, or affects the
remittance of dividends, interest or other payments to a non-resident holder of
common shares, other than withholding tax requirements. Any such remittances to
United States residents are generally subject to withholding tax, however no
such remittances are likely in the foreseeable future. See Taxation, below.

There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote the common shares, other than as provided in the
Investment Canada Act (Canada) (the Investment Act). The following
discussion summarizes the material features of the Investment Act for a
non-resident who proposes to acquire a controlling number of the Companys
common shares. It is general only, it is not a substitute for independent advice
from an investors own advisor, and it does not anticipate statutory or
regulatory amendments. The Company does not believe the Investment Act will have
any affect on it or on its non-Canadian shareholders due to a number of factors
including the nature of its operations and the Companys relatively small
capitalization.

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- 45 -

The Investment Act generally prohibits implementation of a
reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an entity) that is not
a Canadian as defined in the Investment Act (i.e. a non-Canadian), unless
after review the Minister responsible for the Investment Act is satisfied that
the investment is likely to be of net benefit to Canada. An investment in
Quartzs common shares by a non-Canadian (other than a WTO Investor as that
term is defined in the Investment Act and which term includes entities which are
nationals of or are controlled by nationals of member states of the World Trade
Organization) when Quartz was not controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of Quartz and the value of the assets of Quartz, as determined in accordance
with the regulations promulgated under the Investment Act, was over $5 million,
or if an order for review was made by the federal cabinet on the grounds that
the investment related to Canadas cultural heritage or national identity,
regardless of the value of the assets of Quartz. An investment in the common
shares of Quartz by a WTO Investor, or by a non-Canadian when Quartz was
controlled by a WTO Investor, would be reviewable under the Investment Act if it
was an investment to acquire control of Quartz and the value of the assets of
Quartz, as determined in accordance with the regulations promulgated under the
Investment Act, was not less than a specified amount, which for 2007 is $281
million. A non-Canadian would acquire control of Quartz for the purposes of the
Investment Act if the non-Canadian acquired a majority of the common shares. The
acquisition of less than a majority but one-third or more of the common shares
would be presumed to be an acquisition of control of Quartz unless it could be
established that, on the acquisition, Quartz was not controlled in fact by the
acquirer through the ownership of the common shares.

The foregoing assumes the Company will not engage in the
production of uranium or own an interest in a producing uranium property in
Canada, or provide any financial service or transportation service, as the rules
governing these businesses are different.

Certain transactions relating to the Common Shares would be
exempt from the Investment Act, including:

| | (a) | an acquisition of the Common Shares by a person in the
      ordinary course of that persons business as a trader or dealer in
      securities,                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                             
| | (b) | an acquisition of control of the Company in connection
      with the realization of security granted for a loan or other financial
      assistance and not for a purpose related to the provisions of the
      Investment Act, and                                                       
| |     |                                                                                                                                                                                                                                                                                             
| | (c) | an acquisition of control of the Company by reason of an
      amalgamation, merger, consolidation or corporate reorganization following
      which the ultimate direct or indirect control in fact of the Company,
      through the ownership of the Common Shares, remained
  unchanged.

E.        Taxation

Canadian Federal Income Tax Consequences

The following, in management's understanding, summarizes the
material Canadian federal income tax consequences generally applicable to the
holding and disposition of common shares by a holder (in this summary, a "U.S.
Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax
Act"), is not resident in Canada, deals at arm's length with Quartz, holds the
common shares as capital property and does not use or hold the common shares in
the course of carrying on, or otherwise in connection with, a business in
Canada, and (b) for the purposes of the Canada-United States Income Tax
Convention, 1980 (the "Treaty"), is a resident solely of the United States, has
never been a resident of Canada, and has not

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held or used (and does not hold or use) common shares in
connection with a permanent establishment or fixed base in Canada. This summary
does not apply to traders or dealers in securities, limited liability companies,
tax-exempt entities, insurers, financial institutions (including those to which
the mark-to-market provisions of the Tax Act apply), or any other U.S. Holder to
which special considerations apply.

This summary is based on the current provisions of the Tax Act,
including all regulations thereunder, the Treaty, all proposed amendments to the
Tax Act, the regulations and the Treaty publicly announced by the Government of
Canada to the date hereof, and the current administrative practices of the
Canada Revenue Agency. It has been assumed that all currently proposed
amendments will be enacted as proposed and that there will be no other relevant
change in any governing law or administrative practice, although no assurances
can be given in these respects. This summary does not take into account
provincial, U.S., state or other foreign income tax law or practice. The tax
consequences to any particular U.S. Holder will vary according to the status of
that holder as an individual, trust, corporation, partnership or other entity,
the jurisdictions in which that holder is subject to taxation, and generally
according to that holder's particular circumstances. Accordingly, this summary
is not, and is not to be construed as, Canadian tax advice to any particular
U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Quartz
will be subject to Canadian withholding tax. Under the Treaty, the rate of
withholding tax on dividends paid to a U.S. Holder is generally limited to 15%
of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
and beneficially owns at least 10% of Quartz's voting shares). Quartz will be
required to withhold the applicable withholding tax from any such dividend and
remit it to the Canadian government for the U.S. Holder's account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a common share in the
open market unless the share is taxable Canadian property to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty. A common
share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. Holder did not deal at arm's length alone or together owned, or had
rights to acquire, 25% or more of Quartz's issued shares of any class or series.

A U.S. Holder whose common shares do constitute taxable
Canadian property, and who might therefore be liable for Canadian income tax
under the Tax Act, will generally be relieved from such liability under the
Treaty unless the value of such shares at the time of disposition is derived
principally from real property situated in Canada.

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United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management's understanding, a discussion
of material United States federal income tax consequences, under current law,
generally applicable to a U.S. Holder (as hereinafter defined) of common shares
of Quartz. This discussion does not address all potentially relevant federal
income tax matters and it does not address consequences peculiar to persons
subject to special provisions of federal income tax law, such as those described
below as excluded from the definition of a U.S. Holder. In addition, this
discussion does not cover any state, local or foreign tax consequences (see
"Taxation  Canadian
Federal Income Tax Consequences" above). Accordingly, holders and
prospective holders of common shares of Quartz should consult their own tax
advisors about the specific federal, state, local, and foreign tax consequences
to them of purchasing, owning and disposing of common shares of Quartz, based
upon their individual circumstances.

The following discussion is based upon the sections of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
published Internal Revenue Service ("IRS") rulings, published administrative
positions of the IRS and court decisions that are currently applicable, any or
all of which could be materially and adversely changed, possibly on a
retroactive basis, at any time and which are subject to differing
interpretations. This discussion does not consider the potential effects, both
adverse and beneficial, of any proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time.

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
of Quartz who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an entity created or
organized in or under the laws of the United States or any political subdivision
thereof which has elected to be treated as a corporation for United States
income tax purposes (under Treasury Regulation section 301.7701 -3), an estate
whose income is taxable in the United States irrespective of source or a trust
subject to the primary supervision of a court within the United States and
control of a United States fiduciary as described in Section 7701(a)(30) of the
Code. This summary does not address the tax consequences to, and U.S. Holder
does not include, persons subject to specific provisions of federal income tax
law, such as tax-exempt organizations, qualified retirement plans, individual
retirement accounts and other tax-deferred accounts, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals, persons or entities
that have a "functional currency" other than the U.S. dollar, shareholders
subject to the alternative minimum tax, shareholders who hold common shares as
part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or
otherwise as compensation for services. This summary is limited to U.S. Holders
who own common shares as capital assets and who own (directly and indirectly,
pursuant to applicable rules of constructive ownership) no more than 5% of the
value of the total outstanding stock of Quartz. This summary does not address
the consequences to a person or entity holding an interest in a shareholder or
the consequences to a person of the ownership, exercise or disposition of any
options, warrants or other rights to acquire common shares. In addition, this
summary does not address special rules applicable to United States persons (as
defined in Section 7701(a)(30) of the Code) holding common shares through a
foreign partnership or to foreign persons holding common shares through a
domestic partnership.

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Distribution on Common Shares of Quartz

In general, U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common shares of Quartz are
required to include in gross income for United States federal income tax
purposes the gross amount of such distributions, equal to the U.S. dollar value
of such distributions on the date of receipt (based on the exchange rate on such
date), to the extent that Quartz has current or accumulated earnings and
profits, without reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder's federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holder's federal taxable
income by those who itemize deductions. (See more detailed discussion at
"Foreign Tax Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of Quartz, they will be treated first as a
return of capital up to the U.S. Holder's adjusted basis in the common shares
and thereafter as gain from the sale or exchange of property. Preferential tax
rates for long-term capital gains are applicable to a U.S. Holder which is an
individual, estate or trust. There are currently no preferential tax rates for
long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is
not converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Generally, any gain or loss recognized upon a
subsequent sale or other disposition of the foreign currency, including the
exchange for U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, provided that there are no expenses associated with the transaction that
meet the requirements for deductibility as a trade or business expense (other
than travel expenses in connection with a business trip) or as an expense for
the production of income.

Dividends paid on the common shares of Quartz generally will
not be eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations. A U.S. Holder which
is a corporation and which owns shares representing at least 10% of the voting
power and value of Quartz may, under certain circumstances, be entitled to a 70%
(or 80% if the U.S. Holder owns shares representing at least 20% of the voting
power and value of Quartz) deduction of the United States source portion of
dividends received from Quartz (unless Quartz qualifies as a "foreign personal
holding company" or a "passive foreign investment company," as defined below).
Quartz does not anticipate that it will earn any United States income, however,
and therefore, does not anticipate that any U.S. Holder will be eligible for the
dividends received deduction.

Under current Treasury Regulations, dividends paid on Quartz
common shares, if any, generally will not be subject to information reporting
and generally will not be subject to U.S. backup withholding tax. However,
dividends and the proceeds from a sale of Quartz common shares paid in the U.S.
through a U.S. or U.S. related paying agent (including a broker) will be subject
to U.S. information reporting requirements and may also be subject to the 28%
U.S. backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS.

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Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of Quartz may
be entitled, at the option of the U.S. Holder, to either receive a deduction or
a tax credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign taxes paid by (or withheld from) the U.S.
Holder during that year. There are significant and complex limitations which
apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holder's United States income
tax liability that the U.S. Holder's foreign source income bears to his or its
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
In addition, this limitation is calculated separately with respect to two
specific classes of income: "passive income, and "general income". Dividends
distributed by Quartz will generally constitute "passive income" for these
purposes. Prior to January 1, 2007, there were nine specific classes of income
rather than the two stated here. The availability of the foreign tax credit and
the application of the limitations on the credit are fact specific, and U.S.
Holders of common shares of Quartz should consult their own tax advisors
regarding their individual circumstances.

Disposition of Common Shares of Quartz

In general, U.S. Holders will recognize gain or loss upon the
sale of common shares of Quartz equal to the difference, if any, between (i) the
amount of cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the common shares of Quartz. Preferential tax rates
apply to long-term capital gains of U.S. Holders which are individuals, estates
or trusts. In general, gain or loss on the sale of common shares of Quartz will
be long-term capital gain or loss if the common shares are a capital asset in
the hands of the U.S. Holder and are held for more than one year. Deductions for
net capital losses are subject to significant limitations. For U.S. Holders
which are not corporations, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years and carried forward five years from the loss
year to be offset against capital gains until such net capital loss is thereby
exhausted.

Other Considerations

Set forth below are certain material exceptions to the
above-described general rules describing the United States federal income tax
consequences resulting from the holding and disposition of common shares:

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Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of "passive income" is 50% or more.
In the event that Quartz qualifies as a PFIC for the fiscal year ending July 31,
2007, or in future fiscal years, each U.S. Holder of Quartz is urged to consult
a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax
situation.

Each U.S. Holder who holds stock in a foreign corporation
during any year in which such corporation qualifies as a PFIC is subject to
United States federal income taxation under one of three alternative tax regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. Holders of Quartz. In addition,
special rules apply if a foreign corporation qualifies as both a PFIC and a
"controlled foreign corporation" (as defined below) and a U.S. Holder owns,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock entitled to vote of such foreign corporation (See more
detailed discussion at "Controlled Foreign Corporation" below).

A U.S. Holder who elects to treat Quartz as a qualified
electing fund ("QEF") will be subject, under Section 1293 of the Code, to
current federal income tax for any taxable year to which the election applies in
which Quartz qualifies as a PFIC on his pro rata share of Quartz's (i) "net
capital gain" (the excess of net long-term capital gain over net short-term
capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary
earnings" (the excess of earnings and profits over net capital gain), which will
be taxed as ordinary income, in each case, for the shareholder's taxable year in
which (or with which) Quartz's taxable year ends, regardless of whether such
amounts are actually distributed. A U.S. Holder's tax basis in the common shares
will be increased by any such amount that is included in income but not
distributed.

The procedure a U.S. Holder must comply with in making an
effective QEF election, and the consequences of such election, will depend on
whether the year of the election is the first year in the U.S. Holder's holding
period in which Quartz is a PFIC. If the U.S. Holder makes a QEF election in
such first year, i.e., a "timely" QEF election, then the U.S. Holder may make
the QEF election by simply filing the appropriate documents at the time the U.S.
Holder files his tax return for such first year. If, however, Quartz qualified
as a PFIC in a prior year during the U.S. Holder's holding period, then, in
order to avoid the Section 1291 rules discussed below, in addition to filing
documents, the U.S. Holder must elect to recognize under the rules of Section
1291 of the Code (discussed herein), (i) any gain that he would otherwise
recognize if the U.S. Holder sold his stock on the qualification date or (ii) if
Quartz is a controlled foreign corporation, the U.S. Holder's pro rata share of
Quartz's post-1986 earnings and profits as of the qualification date. The
qualification date is the first day of Quartz's first tax year in which Quartz
qualified as a QEF with respect to such U.S. Holder. For purposes of this
discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an
untimely QEF election and either of the above-described gain-recognition
elections under Section 1291 is referred to herein as an "Electing U.S. Holder."
A U.S. Holder who holds common shares at any time during a year of Quartz in
which Quartz is a PFIC and who is not an Electing U.S. Holder (including a U.S.
Holder who makes an untimely QEF election and makes neither of the
above-described gain-recognition elections) is referred to herein as a
"Non-Electing U.S. Holder". An Electing U.S. Holder (i) generally treats any
gain realized on the disposition of his Quartz common shares as capital gain;
and (ii) may either avoid interest charges resulting from PFIC status
altogether, or make an annual election, subject to certain limitations, to defer

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payment of current taxes on his share of Quartz's annual
realized net capital gain and ordinary earnings subject, however, to an interest
charge. If the U.S. Holder is not a corporation, any interest charge imposed
under the PFIC regime would be treated as "personal interest" that is not
deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
election, Quartz must provide certain information regarding its net capital
gains and ordinary earnings and permit its books and records to be examined to
verify such information. Quartz intends to make the necessary information
available to U.S. Holders to permit them to make (and maintain) QEF elections
with respect to Quartz. Quartz urges each U.S. Holder to consult a tax advisor
regarding the availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to Quartz, applies to
the tax year for which it was made and to all subsequent tax years, unless the
election is invalidated or terminated, or the IRS consents to revocation of the
election. If a QEF election is made by a U.S. Holder and Quartz ceases to
qualify as a PFIC in a subsequent tax year, the QEF election will remain in
effect, although not applicable, during those tax years in which Quartz does not
qualify as a PFIC. Therefore, if Quartz again qualifies as a PFIC in a
subsequent tax year, the QEF election will be effective and the U.S. Holder will
be subject to the rules described above for Electing U.S. Holders in such tax
year and any subsequent tax years in which Quartz qualifies as a PFIC. In
addition, the QEF election remains in effect, although not applicable, with
respect to an Electing U.S. Holder even after such U.S. Holder disposes of all
of his or its direct and indirect interest in the shares of Quartz. Therefore,
if such U.S. Holder reacquires an interest in Quartz, that U.S. Holder will be
subject to the rules described above for Electing U.S. Holders for each tax year
in which Quartz qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reasons of a pledge) of his Quartz
common shares and (ii) certain "excess distributions," as defined in Section
1291(b), by Quartz.

A Non-Electing U.S. Holder generally would be required to pro
rate all gains realized on the disposition of his Quartz common shares and all
excess distributions on his Quartz common shares over the entire holding period
for the common shares. All gains or excess distributions allocated to prior
years of the U.S. Holder (excluding any portion of the holder's period prior to
the first day of the first year of Quartz (i) which began after December 31,
1986, and (ii) for which Quartz was a PFIC) would be taxed at the highest tax
rate for each such prior year applicable to ordinary income. The Non-Electing
U.S. Holder also would be liable for interest on the foregoing tax liability for
each such prior year calculated as if such liability had been due with respect
to each such prior year. A Non-Electing U.S. Holder that is not a corporation
must treat this interest charge as "personal interest" which, as discussed
above, is wholly non-deductible. The balance, if any, of the gain or the excess
distribution will be treated as ordinary income in the year of the disposition
or distribution, and no interest charge will be incurred with respect to such
balance. In certain circumstances, the sum of the tax and the PFIC interest
charge may exceed the amount of the excess distribution received, or the amount
of proceeds of disposition realized, by the U.S. Holder.

If Quartz is a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds Quartz common shares, then Quartz will continue
to be treated as a PFIC with respect to such Quartz common shares, even if it is
no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this
deemed PFIC status by electing to recognize gain (which will be taxed under the
rules discussed above for Non-Electing U.S. Holders) as if such Quartz common
shares had been sold on the last day of the last taxable year for which it was a
PFIC.

Effective for tax years of U.S. Holders beginning after
December 31, 1997, U.S. Holders who hold (actually or constructively) marketable
stock of a foreign corporation that qualifies as a PFIC may elect to

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mark such stock to the market annually (a "mark-to-market
election"). If such an election is made, such U.S. Holder will generally not be
subject to the special taxation rules of Section 1291 discussed above. However,
if the mark-to-market election is made by a Non-Electing U.S. Holder after the
beginning of the holding period for the PFIC stock, then the Section 1291 rules
will apply to certain dispositions of, distributions on and other amounts
taxable with respect to Quartz common shares. A U.S. Holder who makes the
mark-to market election will include in income for each taxable year as ordinary
income for which the election is in effect an amount equal to the excess, if
any, of the fair market value of the common shares of Quartz as of the close of
such tax year over such U.S. Holder's adjusted basis in such common shares. In
addition, the U.S. Holder is allowed a deduction for the lesser of (i) the
excess, if any, of such U.S. Holder's adjusted tax basis in the common shares
over the fair market value of such shares as of the close of the tax year, or
(ii) the excess, if any, of (A) the mark-to-market gains for the common shares
in Quartz included by such U.S. Holder for prior tax years, including any amount
which would have been treated as a mark-to-market gain for any prior tax year
but for the Section 1291 rules discussed above with respect to Non-Electing U.S.
Holders, over (B) the mark-to-market losses for shares that were allowed as
deductions for prior tax years. A U.S. Holder's adjusted tax basis in the common
shares of Quartz will be adjusted to reflect the amount included in or deducted
from income as a result of a mark-to-market election. A mark-to-market election
applies to the taxable year in which the election is made and to each subsequent
taxable year, unless Quartz common shares cease to be marketable, as
specifically defined, or the IRS consents to revocation of the election. Because
the IRS has not established procedures for making a mark-to-market election,
U.S. Holders should consult their tax advisor regarding the manner of making
such an election. No view is expressed regarding whether common shares of Quartz
are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
Treasury Regulations that, subject to certain exceptions, would treat as taxable
certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. Generally, in such cases the basis of
Quartz common shares in the hands of the transferee and the basis of any
property received in the exchange for those common shares would be increased by
the amount of gain recognized. Under the Proposed Treasury Regulations, an
Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such
as gifts, exchanges pursuant to corporate reorganizations, and transfers at
death. The transferee's basis in this case will depend on the manner of the
transfer. In the case of a transfer by an Electing U.S. Holder upon death, for
example, the transferee's basis is generally equal to the fair market value of
the Electing U.S. Holder's common shares as of the date of death under Section
1014 of the Code. The specific tax effect to the U.S. Holder and the transferee
may vary based on the manner in which the common shares are transferred. Each
U.S. Holder of Quartz is urged to consult a tax advisor with respect to how the
PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
respect to common shares of Quartz, certain adverse rules may apply in the event
that both Quartz and any foreign corporation in which Quartz directly or
indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain
Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or
its proportionate amount of any lower-tier PFIC shares, and generally would be
subject to the PFIC rules with respect to such indirectly-held PFIC shares
unless such U.S. Holder makes a timely QEF election with respect thereto. Quartz
intends to make the necessary information available to U.S. Holders to permit
them to make (and maintain) QEF elections with respect to each subsidiary of
Quartz that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does
not make a timely QEF election with respect to a lower-tier PFIC generally would
be subject to tax (and the PFIC interest charge) on (i) any excess distribution
deemed to have been received with respect to his or its lower-tier PFIC shares
and (ii) any gain deemed to arise from a so-called "indirect disposition" of
such shares. For this purpose, an

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indirect disposition of lower-tier PFIC shares would generally
include (i) a disposition by Quartz (or an intermediate entity) of lower-tier
PFIC shares, and (ii) any other transaction resulting in a dilution of the U.S.
Holder's proportionate ownership of the lower-tier PFIC, including an issuance
of additional common shares by Quartz (or an intermediate entity or the lower
tier PFIC). Accordingly, each prospective U.S. Holder should be aware that he or
it could be subject to tax even if such U.S. Holder receives no distributions
from Quartz and does not dispose of its common shares.

Quartz strongly urges each prospective U.S. Holder to
consult a tax advisor with respect to the adverse rules applicable, under the
Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
respect to Quartz common shares while Quartz is a PFIC unless the U.S. Holder
makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a
U.S. Holder who uses PFIC stock as security for a loan (including a margin loan)
will, except as may be provided in regulations, be treated as having made a
taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of Quartz is
owned, actually or constructively, by citizens or residents of the United
States, United States domestic partnerships or corporations, or estates or
trusts other than foreign estates or trusts (as defined by the Code Section
7701(a)(31)), each of which own, actually or constructively, 10% or more of the
total combined voting power of all classes of shares entitled to vote of Quartz
("United States Shareholder"), Quartz could be treated as a controlled foreign
corporation ("CFC") under Subpart F of the Code. This classification would
affect many complex results, one of which is the inclusion of certain income of
a CFC which is subject to current U.S. tax. The United States generally taxes
United States Shareholders of a CFC currently on their pro rata shares of the
Subpart F income of the CFC. Such United States Shareholders are generally
treated as having received a current distribution out of the CFC's Subpart F
income and are also subject to current U.S. tax on their pro rata shares of
increases in the CFC's earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts. In addition,
under Section 1248 of the Code, gain from the sale or exchange of shares by a
U.S. Holder of common shares of Quartz which is or was a United States
Shareholder at any time during the five-year period ending on the date of the
sale or exchange is treated as ordinary income to the extent of earnings and
profits of Quartz attributable to the shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This
rule generally will be effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign corporations ending with
or within such taxable years of United States Shareholders. Special rules apply
to United States Shareholders who are subject to the special taxation rules
under Section 1291 discussed above with respect to a PFIC. Because of the
complexity of Subpart F, a more detailed review of these rules is outside of the
scope of this discussion. Quartz does not believe that it currently qualifies as
a CFC. However, there can be no assurance that Quartz will not be considered a
CFC for the current or any future taxable year.

F.        Dividends and
Paying Agents

Not applicable.

G.        Statement by
Experts

Not applicable.

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- 54 -

H.        Documents on
Display

Exhibits attached to this Form 20-F are also available for
viewing on EDGAR, or at the offices of the Company, Suite 1020 - 800 West Pender
Street, Vancouver, British Columbia V6C 2V6 or on request of the Company at
604-684-6365, attention: Investor Relations Department. Copies of the Companys
financial statements and other continuous disclosure documents required under
the British Columbia Securities Act are available for viewing on the
internet at www.sedar.com.

I.        Subsidiary
Information

Not applicable.

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- 55 -

ITEM
      11 **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET**
      **RISK**


A.        Transaction
Risk and Currency Risk Management

The Companys operations do not employ financial instruments or
derivatives which are market sensitive and Quartz does not have financial market
risks.

B.        Exchange Rate
Sensitivity

A significant portion of Quartz's administrative operations are
in Canada. The Company typically holds its funds in both Canadian and United
States dollars and reports the results of its operations in United States. The
Company is exposed to foreign currency exchange risk on both its Canadian dollar
denominated investments as well as Canadian dollar denominated transactions and
period end balances, which are reported in United States dollars.

The Company does not hedge this risk, and it does not consider
this exposure to be material in the context of its operations.

C.        Interest Rate
Risk and Equity Price Risk

The Company is equity financed and does not have any debt,
other than routine accounts payable. As such, the Company is not subject to the
risks associated with interest rate fluctuations.

D.        Commodity Price
Risk

While the value of the Companys resource properties, if any,
can always be said to relate to the price of precious metals and the outlook for
same, the Company does not have any operating mines and hence does not have any
hedging or other commodity based operational risks respecting its business
activities.

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- 56 -

ITEM
      12 **DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**


Not applicable.

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- 57 -

PART II

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- 58 -

ITEM
      13 **DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES**


Not applicable.

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- 59 -

ITEM
      14 **MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS** AND
      USE OF PROCEEDS


Not applicable.

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- 60 -

ITEM
      15 **CONTROLS AND PROCEDURES**


As required by Rule 13a-15 under the Securities Exchange Act
of 1934 (the Exchange Act), the Company carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures as of July 31, 2007. This evaluation was carried out under the
supervision and with the participation of the Companys President, Rene Carrier,
and the Companys Principal Accounting Officer, Jeffrey R. Mason. Based upon
that evaluation, the Companys President and Principal Accounting Officer
concluded that the Companys disclosure controls and procedures are effective to
ensure that information required to be disclosed by Quartz in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the rules and forms of the
Securities and Exchange Commission (the SEC). There have been no changes in
the Companys internal controls, or in other factors that significantly affected
or could significantly affect internal controls, subsequent to the date the
Company carried out the evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in the Companys reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SECs rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the Companys reports filed under the Exchange Act is
accumulated and communicated to management, including the Companys President
and Principal Accounting Officer, to allow timely decisions regarding required
disclosure.

During the Companys most recently completed fiscal year ended
July 31, 2007, 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.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants Board of Directors,
management and other personnel, 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 and includes those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

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ITEM
      16 **AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND**EXEMPTIONS


A.        Audit Committee
Financial Expert

The Board of Directors has determined that Mr. Brian Causey is
a member of the audit committee of the Company who qualifies as a "financial
expert based on his education and experience. Mr. Causey is "independent", as
the term is defined in Item 401(e) of Regulation S-B. Mr. Causey is an
accredited Chartered Accountant in Canada.

B.        Code of Ethics

The Company has adopted a Code of Ethics that applies to the
Company's President, Principal Accounting Officer, and other members of senior
management.

During the most recently completed fiscal year, the Company has
neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including
any implicit waiver) form any provision of its Code of Ethics.

C.        Principal
Accountant Fees and Services

The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Company's audit firm, Davidson & Co., LLP for various services. The figures
in the table below are expressed in Canadian Dollars.

Services:
      Year endedJuly 31, 2007
      July 31, 2006Audit Fees (1)
      C$ 21,000
      C$ 21,590Audit Related Fees (2)
      
      Tax Fees (3)
      3,000
      2,875All Other Fees (4)
      
      C$24,000
      C$ 24,465


Notes:

|(1) | Audit Fees include fees necessary to perform the annual
      audit and quarterly reviews of the Companys consolidated financial
      statements. Audit Fees include fees for review of tax provisions and for
      accounting consultations on matters reflected in the financial statements.
      Audit Fees also include audit or other attest services required by
      legislation or regulation, such as comfort letters, consents, reviews of
      securities filings and statutory audits.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Audit-Related Fees include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation.                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | "Tax Fees" include fees billed for professional services
      rendered by the principal accountant for tax compliance, tax advice, and
      tax planning.                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | "All Other Fees" include fees billed for products and
      services provided by the principal accountant, other than the services
      reported in (1), (2) or (3) above.                                                                                                                                                                                                                                                                                                                               

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- 62 -

From time to time, management of the Company recommends to and
requests approval from the audit committee for non-audit services to be provided
by the Company's auditors. The audit committee routinely considers such requests
at committee meetings, and if acceptable to a majority of the audit committee
members, pre-approves such non-audit services by a resolution authorizing
management to engage the Company's auditors for such non-audit services, with
set maximum dollar amounts for each itemized service. During such deliberations,
the audit committee assesses, among other factors, whether the services
requested would be considered "prohibited services" as contemplated by the SEC,
and whether the services requested and the fees related to such services could
impair the independence of the auditors. No material non-audit services were
provided by the Companys auditors during the year ended July 31, 2007.

D.        Exemptions from
Listing Standards for Audit Committees

Not applicable.

E.        Purchases of
Equity Securities by the Issuer and Affiliated Purchasers

None.

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- 63 -

PART III

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- 64 -

ITEM
      17
      FINANCIAL STATEMENTS


The following attached financial statements are incorporated
herein:

|(1) | Report of the Independent Registered Public Accounting
      Firm on the consolidated balance sheets as at July 31, 2007 and 2006 and
      the consolidated statements of operations and deficit, and cash flows for
      each of the years in the three year period ended July 31, 2007;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                            
|(2) | Consolidated balance sheets as at July 31, 2007 and
      2006;                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                            
|(3) | Consolidated statements of operations and deficit for
      each of the years in the three year period ended July 31, 2007;                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                            
|(4) | Consolidated statements of cash flows for the periods
      referred to in (3) above;                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                            
|(5) | Notes to the consolidated financial
  statements.                                                                                                                                                                                                                                          

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- 65 -

ITEM
      18 **FINANCIAL STATEMENTS**


Not applicable. See Item 17.

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- 66 -

ITEM
      19 **EXHIBITS**


The following Exhibits have been filed with the Company's
Annual Report on Form 20-F in previous years:

Exhibit Number
    Description of Exhibit1
    Certificate of Incorporation and Memorandum, as amended,
      June 5, 1986, (incorporated by reference to Exhibit 3 to the Companys
      Statement of Form 10, Commission File No. 0- 15490).1
    Articles July 28, 1982, (incorporated by reference to
      Exhibit 3 to the Companys Statement on Form 10, Commission File No.
      0-15490).1
    Certificate of Change of Name, November 5, 1997.1
    Articles, July 28, 1982 (incorporated by reference to
      Exhibit 4 to the Companys Registration Statement on Form 10, Commission
      file No. 0-15490).1
    Transition Application dated October 11, 20051
    Notice of Articles dated October 11, 2005.1
    Notice of Alteration of Articles dated October 11, 20051
    Notice of Alteration dated February 17, 2006.1
    Notice of Articles dated February 17, 2006.1
    Special rights and restrictions of Preferred Shares10
    Quartz Mountain Resources Ltd. Stock Incentive Plan, as
      amended (incorporated by reference to Exhibit 4 to the Companys Form S-8
      Registration Statement dated November 27, 1989, Commission File No.
      33-32388).10
    Indemnity Agreement dated February 1989, between the
      Company and David S. Jennings (incorporated by reference to Exhibit 10(a)
      to the Companys Form S-8 Registration No. 33-32388).


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- 67 -

Exhibit Number
    Description of Exhibit10
    Letter Agreement dated August 21, 1995, between
      Wavecrest Resources, Inc. and Newmont Exploration Limited. (Incorporated
      by reference to Exhibit 10.1 to the Companys Form 8-K dated August 21,
      1995).10
    Exploration, Development and Mining Operations
      Agreement dated December 31, 1995, between Newmont Exploration Limited and
      the Company. (Incorporated by reference to Exhibit 10.1 to the Companys
      Form 10-QSB dated April 30, 1996.)10
    Audit Committee Charter (incorporated by reference to
      Exhibit 10.1 to the Companys annual report on Form 20-F for the year
      ended July 31, 2004.)10
    Audit Committee Charter10
    Geological and Management Services Agreement between
      Hunter Dickinson Inc. and the Company (incorporated by reference to
      Exhibit 10.2 to the Companys annual report on Form 20-F for the year
      ended July 31, 2005).10.1
    Code of Ethics


The following exhibits are included with this Annual Report on
Form 20-F:

Exhibit Number
      Description of Exhibit12.1
      CEO Section 302 Certification12.2
      CFO Section 302 Certification13.1
      CEO Section 906 Certification13.2
      CFO Section 906 Certification99.1
      Consolidated
          balance sheets as at July 31, 2007 and 2006; consolidated statements
          of operations and deficit, and cash flows for each of the years in the
          three year period ended July 31, 2007, together with the Report of Independent
          Registered Public Accounting Firm thereon;99.2
      Management's Discussion and Analysis


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- 68 -

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Annual Report on its behalf.

QUARTZ MOUNTAIN RESOURCES LTD.

/s/ Rene G Carrier
_______________________________________ RENE G CARRIER Director and
President

Per:        Rene G
Carrier            
   President

Dated:   January 29, 2008

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