---

EXHIBIT 12.2

SARBANES   OXLEY CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

I, Paul Mann, Principal Accounting Officer of Quartz Mountain
Resources Ltd., certify that:

|1. | I have reviewed this Annual Report on Form 20-F of Quartz
      Mountain Resources Ltd.;                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                         
|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;                      
|   |                                                                                                                                                                                                                                                                                                                                                         
|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Company as of, and for, the periods presented in this
      report;                                            
|   |                                                                                                                                                                                                                                                                                                                                                         
|4. | The Companys other certifying officers and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal controls over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | (d)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                         
|5. | The Companys other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of the internal control
      over financial reporting, to the Companys auditors and the audit
      committee of Companys board of directors (or persons performing the
      equivalent functions):                                       
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                     

|Date:  | October 10, 2008             | 
|------ | ---------------------------- | 
|       |                              | 
|       |                              | 
|       | /s/ Paul Mann                | 
|By:    | Paul Mann                    | 
|Title: | Principal Accounting Officer | 

---