Prospectus Supplement Dated August 12, 2005                 Filed Pursuant to
Rule 424 (b) (3)
to Prospectus Dated  February 10, 2005 of
Pioneer Financial Services, Inc.                Registration Number 333-103293
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                        For the period ended:     June 30, 2005

                                       OR

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

                  For the transition period from           to

                       Commission file number: 333-103293

                        Pioneer Financial Services, Inc.
             (Exact name of Registrant as specified in its charter)


                Missouri                                         44-0607504
      (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                        Identification No.)

4700 Belleview Avenue, Suite 300, Kansas City, Missouri               64112
 (Address of principal executive office)                            (Zip Code)

       Registrant's telephone number, including area code: (816) 756-2020


--------------------------------------------------------------------------------

             (Former name, former address and former fiscal year, if
                           changed since last report)

     Indicate by check mark whether the  Registrant  has (1) filed all documents
and  reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that the 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 an  accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [X]

      Indicate the number of shares outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

              Class                         Outstanding as of June 30, 2005
              -----                         -------------------------------
   Common Stock, $100 par value                       17,136 shares



<PAGE>


                        PIONEER FINANCIAL SERVICES, INC.

                                    FORM 10-Q
                                  June 30, 2005

                                TABLE OF CONTENTS



                                     PART I
                              FINANCIAL INFORMATION
Item No.                                                                  Page

1. Consolidated Financial Statements.........................................3
   Consolidated Balance Sheets at June 30, 2005 and September 30, 2004.......3
   Consolidated Statements of Income for the three months ended and nine
   months ended June 30, 2005 and 2004.......................................4
   Consolidated Statements of Retained Earnings for the nine months ended June
   30, 2005 and year ended September 30, 2004................................5
   Consolidated Statements of Cash Flows for the nine months ended June 30,
   2005 and 2004.............................................................6
   Condensed Notes to Consolidated Financial Statements......................7
2. Management's Discussion and Analysis of Financial Condition and Results of
   Operations................................................................8
3. Quantitative and Qualitative Disclosures About Market Risk...............17
4. Controls and Procedures..................................................17


                                     PART II
                                OTHER INFORMATION

1.    Legal Proceedings.....................................................17
2.    Changes in Securities and Use of Proceeds.............................18
3.    Defaults upon Senior Securities.......................................18
4.    Submission of Matters to a Vote of Security Holders...................18
5.    Other Information.....................................................18
6.    Exhibits .............................................................18


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   Consolidated Financial Statements


                        PIONEER FINANCIAL SERVICES, INC.

                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

                                           June 30,            September 30,
                                             2005                  2004
                                       ------------------    ------------------
                                         (unaudited)
Cash and cash equivalents              $       1,682,585     $       2,078,178
Other investments                              2,056,875             2,055,923

Finance receivables:
   Direct receivables                        208,082,722           176,691,292
   Retail installment contracts               23,134,011            21,715,543
                                       ------------------    ------------------
Finance receivables before allowance
    for credit losses                        231,216,733           198,406,835
   Allowance for credit losses               (13,040,868)          (11,240,868)
                                       ------------------    ------------------
Net finance receivables                      218,175,865           187,165,967

Furniture and equipment, net                   1,920,841             1,539,838
Unamortized computer software                    944,250             1,225,146
Deferred income taxes                          4,358,100             3,692,100
Prepaid and other assets                         350,925               514,801
                                       ------------------    ------------------

Total assets                           $     229,489,441     $     198,271,953
                                       ==================    ==================

                      LIABILITIES AND STOCKHOLDER'S EQUITY

                                            June 30,           September 30,
                                              2005                  2004
                                       ------------------    ------------------
                                          (unaudited)
Revolving credit line - banks          $      15,371,000     $      12,620,000
Revolving credit line - affiliate              2,095,685             2,613,823
Accounts payable                               1,066,079             2,012,486
Accrued expenses and other liabilities        11,027,673             9,997,410
Amortizing term notes                        145,972,831           121,912,164
Investment notes                              23,449,308            23,222,252
                                       ------------------    ------------------

Total liabilities                      $     198,982,576     $     172,378,135
                                       ------------------    ------------------

Stockholder's equity:
Common stock, $100 par value; authorized
   20,000 shares; issued and outstanding
   17,136 shares                               1,713,600             1,713,600
Retained earnings                             28,793,265            24,180,218
                                       ------------------    ------------------

Total stockholder's equity                    30,506,865            25,893,818
                                       ------------------    ------------------

Total liabilities and stockholder's
  equity                               $     229,489,441     $     198,271,953
                                       ==================    ==================


            See Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>


                        PIONEER FINANCIAL SERVICES, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
                                   Three Months Ended                       Nine Months Ended
                                       June 30,                                June 30,
                            -----------------------------------    ----------------------------------
                                 2005               2004                2005               2004
                            ---------------    ----------------    ---------------    ---------------
Revenue
<S>                           <C>                 <C>                <C>                <C>
   Finance income             $ 15,770,631        $ 14,047,746       $ 46,088,835       $ 40,286,529
   Insurance premiums
      and commissions            1,261,732           1,252,583          3,859,906          3,837,116
   Other income, fees
      and commissions              257,487             489,851            962,034          1,299,819
                            ---------------    ----------------    ---------------    ---------------
Total revenue                   17,289,850          15,790,180         50,910,775         45,423,464

Provision for credit losses      3,497,472           2,972,637          9,331,585          7,796,129
Interest expense                 2,726,819           2,250,280          7,914,567          6,685,031
                            ---------------    ----------------    ---------------    ---------------

Net revenue                     11,065,559          10,567,263         33,664,623         30,942,304

Operating expenses
   Employee costs                5,268,644           5,603,150         16,259,260         16,761,621
   Facilities                    1,360,627           1,148,685          4,072,720          3,601,830
   Marketing                       633,437             591,706          1,649,259          1,886,026
   Professional fees and other   1,169,544             900,111          3,517,640          2,561,648
                            ---------------    ----------------    ---------------    ---------------

Total operating expenses         8,432,252           8,243,652         25,498,879         24,811,125


Income before income taxes       2,633,307           2,323,611          8,165,744          6,131,179
Provision for income taxes         896,000             870,853          2,850,000          2,262,000
                            ---------------    ----------------    ---------------    ---------------

Net income                     $ 1,737,307         $ 1,452,758        $ 5,315,744        $ 3,869,179
                            ===============    ================    ===============    ===============

Net income per share, basic
   and diluted                 $    101.38         $     84.78        $    310.21        $    225.79
                            ===============    ================    ===============    ===============
</TABLE>


            See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>


                        PIONEER FINANCIAL SERVICES, INC.

                  CONSOLIDATED STATEMENTS OF RETAINED EARNINGS


                                         Nine Months Ended          Year Ended
                                              June 30,            September 30,
                                         ------------------------------------
                                                2005              2004
                                         ------------------------------------
                                             (unaudited)
Retained earnings, beginning of period        $ 24,180,218      $ 19,042,480

Net income                                       5,315,744         5,987,855

Dividends paid ($41.01 and $49.61 per
  share)                                          (702,697)         (850,117)
                                         ------------------   ---------------

Retained earnings, end of period              $ 28,793,265      $ 24,180,218
                                         ==================   ===============



            See Notes to Condensed Consolidated Financial Statements

                                       5

<PAGE>


                        PIONEER FINANCIAL SERVICES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                             Nine Months Ended June 30,
                                              2005                 2004
                                       ------------------    -----------------

Cash Flows from Operating Activities:
   Net income                                $ 5,315,744          $ 3,869,179
   Items not requiring (providing) cash:
      Provision for credit losses on
         finance receivables                   9,331,585            7,796,129
      Depreciation and amortization              755,616              502,152
      Compounded interest added to
         investment notes                      1,041,985              924,839
      Deferred income taxes                     (666,000)            (494,800)
   Changes in:
      Accounts payable and accrued
         expenses                                341,635              219,692
      Other                                      163,876              (97,866)
                                       ------------------    -----------------

         Net cash provided by operating
         activities                           16,284,441           12,719,325
                                       ------------------    -----------------

Cash Flows from Investing Activities:
   Loans originated                         (135,769,373)        (110,161,234)
   Loans purchased                           (15,386,091)         (14,536,503)
   Loans repaid                              110,813,981           96,081,062
   Capital expenditures                         (856,675)            (877,064)

         Net cash used in investing
                activities                   (41,198,158)         (29,493,739)
                                       ------------------    -----------------

Cash Flows from Financing Activities:
   Net borrowing under lines of credit         1,975,083            2,499,658
   Proceeds from borrowings                   65,300,534           50,110,421
   Repayment of borrowings                   (42,054,796)         (35,136,456)
   Dividends paid                               (702,697)            (550,066)
                                       ------------------    -----------------

         Net cash provided by
            financing activities              24,518,124           16,923,557
                                       ------------------    -----------------

Net Increase/(Decrease) in Cash                 (395,593)             149,143

Cash, Beginning of Period                      2,078,178            2,039,109
                                       ------------------    -----------------

Cash, End of Period                          $ 1,682,585          $ 2,188,252
                                       ==================    =================

Additional Cash Flow Information:
   Interest paid                             $ 7,750,837          $ 6,652,781
   Income taxes paid                         $ 3,073,805          $ 3,332,667


            See Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>


                        PIONEER FINANCIAL SERVICES, INC.

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2005 and June 30, 2004
                                   (Unaudited)

   NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Concentration

      Pioneer Financial Services, Inc., a Missouri corporation (the "Company"),
is a specialized financial services company that originates and services
consumer loans and provides other products and financial services exclusively to
U.S. active duty or retired career military personnel or U.S. Department of
Defense employees. The Company's revenues are primarily earned from the making
of direct loans and the purchase of retail installment contracts. The Company
also earns revenues from commissions from the sale of credit-related insurance
placed with non-related insurance companies and from reinsurance premiums on
credit accident and health insurance. Additionally, the Company sells non-loan
related products and services, including roadside assistance programs and
discount healthcare cards.

Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of
Pioneer Financial Services, Inc. (a wholly-owned subsidiary of Pioneer Financial
Industries, Inc.) and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated from the
accompanying consolidated financial statements. Certain information and note
disclosures normally included in the Company's annual financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the Company's annual consolidated financial
statements filed with the Securities and Exchange Commission.

Use of Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

      Information with respect to June 30, 2005 and 2004, and the periods then
ended, have not been audited by the Company's independent auditors, but in the
opinion of management reflect all adjustments (which include only normal
recurring adjustments) necessary for the fair presentation of the financial
condition and operations of the Company. The results of operations for the three
months and nine months ended June 30, 2005 and 2004 are not necessarily
indicative of results to be expected for the entire fiscal year. The condensed
consolidated balance sheet and retained earnings statement as of September 30,
2004 has been derived from the Company's audited consolidated balance sheet and
retained earnings statement.

NOTE 2:  NET INCOME PER SHARE

      Net income per share is computed based upon the weighted-average common
shares outstanding of 17,136 during each period. There are no potentially
dilutive securities issued and outstanding.


                                       7
<PAGE>


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Statements

      The discussion set forth below, as well as other portions of this
quarterly report, contains forward-looking statements within the meaning of
federal securities law. Words such as "may," "will," "expect," "anticipate,"
"believe," "estimate," "continue," "predict," or other similar words, identify
forward-looking statements. Forward-looking statements include statements
regarding our management's intent, belief or current expectation about, among
other things, trends affecting the markets in which we operate, our business,
financial condition and growth strategies. Although we believe that the
expectations reflected in these forward-looking statements are based on
reasonable assumptions, forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual results may differ
materially from those predicted in the forward-looking statements as a result of
various factors, including, but not limited to, those risk factors set forth in
our post effective amendment to registration statement on Form S-1, as amended
(No. 333-103293) filed with the Securities and Exchange Commission ("SEC") on
December 17, 2004. Other factors not identified herein could also have such an
effect. If any of these risk factors occur, they could have an adverse effect on
our business, financial condition and results of operation. When considering
forward-looking statements keep these risk factors in mind. These
forward-looking statements are made as of the date of this filing. You should
not place undue reliance on any forward-looking statement. We are not obligated
to update forward-looking statements and will not update any forward-looking
statements in this Quarterly Report to reflect future events or developments.

Overview

      We originate and service consumer loans and provide other financial
products and services on a worldwide basis, exclusively to active duty or
retired career U.S. military personnel or U.S. Department of Defense employees.
We make direct loans to our customers through referrals from a network of retail
sales offices and inquiries over the Internet. We also purchase retail
installment sales contracts from retail merchants who sell consumer goods to
active duty or retired career U.S. military personnel or U.S. Department of
Defense employees. We refer to these consumer loans and retail installment
contracts as finance receivables.

      Our finance receivables are effectively unsecured with fixed interest
rates and typically have a maturity of less than 48 months. During the first
nine months of fiscal 2005, the size of our average finance receivable at
origination was approximately $3,425. A large portion of our customers are
unable to obtain traditional financing from banks, credit unions or savings and
loan associations due to factors such as their age, likelihood of relocation and
lack of credit history.

      Further improvement of our profitability is dependent in large part upon
the growth in our outstanding finance receivables, the maintenance of loan
quality, acceptable levels of borrowing costs and operating expenses and the
ongoing introduction of innovative new products and services to our customer
base. Since September 30, 1999, finance receivables have increased at a 13.0%
annual compounded rate from $107.9 million to $198.4 million at September 30,
2004. The aggregate finance receivable increase of 16.5% for fiscal year 2005 is
attributable in part to the presence of third party marketing agreements entered
into in October 2003 with companies that market and sell products over the
Internet to military service members. These agreements have expanded our ability
to help additional military customers who need financing to effectuate Internet
purchases as well as other needs. We plan to continue to pursue innovative and
efficient methods to distribute our loans, including looking for opportunities
to expand the Internet portion of our business and adding new retail offices as
we evaluate new military markets and possible products.

Sources of Income

      We earn revenues and resulting income from finance income derived from
direct consumer lending and retail installment contracts, commissions earned on
the sale of credit insurance products, credit reinsurance premiums, and
commissions earned on the sale of ancillary products and services. For purposes
of the following discussion, "revenues" means the sum of our finance income,
insurance premiums and commissions and other income.

                                       8
<PAGE>

Finance Receivables

      Our finance receivables are comprised of direct loans and retail
installment contracts. The following table sets forth certain information about
the components of our finance receivables as of the ends of the periods
presented:



                                   As of, and For the Nine   As of, and For the
                                        Months Ended             Year Ended
                                         June 30,               September 30,
                                   --------------------------------------------
                                      2005         2004            2004
                                   --------------------------------------------
                                          (dollars in thousands, except
                                            for average note balance)
Finance Receivables:

   Finance receivables balance       $ 231,217    $188,145       $198,407
   Average note balance              $   2,522    $  2,344        $ 2,403
   Total finance income              $  46,089    $ 40,287        $54,059
   Total number of notes                91,681      80,260         82,565

Direct Loans:
   Finance receivables balance       $ 208,083    $167,394       $176,691
   Percent of finance receivables        89.99%      88.97%         89.05%
   Average note balance              $   2,594    $  2,380       $  2,446
   Number of notes                      80,223      70,347         72,242

Retail Installment Contracts:
   Finance receivables balance       $  23,134    $ 20,751       $ 21,716
   Percent of finance receivables        10.01%      11.03%         10.95%
   Average note balance              $   2,019    $  2,093       $  2,104
   Number of notes                      11,458       9,913         10,323



Net Interest Margin

      The principal component of our profitability is our net interest margin,
which is the difference between the interest we earn on finance receivables and
the interest we pay on borrowed funds. In some states, statutes regulate the
interest rates that we may charge our customers while in other states
competitive market conditions establish the interest rates we may charge.
Differences also exist in the interest rates we earn on the various components
of our finance receivable portfolio.

      Unlike our interest income, our interest expense is sensitive to general
market interest rate fluctuations. These general market fluctuations directly
impact our cost of funds. Our general inability to increase the interest rates
earned on new and existing finance receivables restricts our ability to react to
increases in our cost of funds. Accordingly, increases in market interest rates
generally will narrow our interest rate spread and lower our profitability,
while decreases in market interest rates generally will widen our interest rate
spread and increase our profitability. An increase in market interest rates may
result in a reduction in our profitability and impair our ability to pay
interest and principal on the investment notes. The following table presents
important data relating to our net interest margin as of the ends of the periods
presented:


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                     As of, and For the Three           As of, and For the Nine
                                          Months Ended                       Months Ended
                                             June 30,                        June 30,
                                  -----------------------------    ------------------------------
                                          2005        2004                2005        2004
                                  -----------------------------    ------------------------------
                                     (dollars in thousands)            (dollars in thousands)

<S>                                      <C>         <C>             <C>         <C>
Finance receivables balance              $ 231,217   $ 188,145       $ 231,217   $ 188,145

Average finance receivables (1)          $ 223,406   $ 183,662       $ 215,530   $ 176,239

Average interest bearing liabilities (1) $ 170,588   $ 146,337       $ 172,080   $ 140,434

Total finance income                     $  15,771   $  14,048       $  46,089   $  40,287

Total interest expense                   $   2,727   $   2,250       $   7,915   $   6,685

---------------------------------------
(1) Averages are computed using month-end balances.
</TABLE>


Results of Operations

      Three Months Ended June 30, 2005 Compared to Three Months Ended June 30,
2004

      Finance Receivables. Our aggregate finance receivables increased 7.8%
during the third quarter of fiscal 2005 to $231.2 million on June 30, 2005 from
$214.5 million on March 31, 2005 compared to a 6.8% increase during the third
quarter of fiscal 2004 to $188.1 million on June 30, 2004 from $176.2 million on
March 31, 2004. Increased loan originations in the third quarter of fiscal 2005
helped to contribute to the highest year to date gain of finance receivables in
our company history. This increase was due primarily to increases in finance
receivables from the Internet, which grew by approximately $15.5 million or
15.7% and a 50.0% increase in loan referrals from our retail locations during
this period.

      Total Revenues. Total revenues in the third quarter of fiscal 2005
increased to $15.7 million from $14.0 million in the third quarter of fiscal
2004, an increase of $1.7 million or 12.3%. This increase was primarily due to
an increase in average finance receivables to $231.2 million in the third
quarter of fiscal 2005 from $188.1 million in the third quarter fiscal 2004, an
increase of 22.9%.

      Provision for Credit Losses. The provision for credit losses in the third
quarter of fiscal 2005 increased to $3.5 million from $3.0 million in the third
quarter of fiscal 2004, an increase of $.5 million or 17.7%. Net charge-offs of
finance receivables in the third quarter of fiscal 2005 increased to $3.0
million from $2.6 million in the third quarter of fiscal 2004, an increase of
$.4 million or 15.4%. Net charge-offs as a percentage of average finance
receivables for the third quarter of fiscal 2005 decreased to 5.3% from 5.5% for
the third quarter of fiscal 2004. These changes reflect the increase in our
average finance receivables for the three months ended June 30, 2005 compared to
the same period in 2004. Allowance for credit losses at June 30, 2005 increased
to $13.0 million compared to $12.2 million at March 31, 2005 and as a percentage
of average finance receivables, remained constant at 5.8%. See also "--Credit
Loss Experience and Provision for Credit Losses."

      Interest Expense. Interest expense in the third quarter of fiscal 2005
increased to $2.7 million from $2.3 million in the third quarter of fiscal 2004,
an increase of $.4 million or 21.2%. Our average interest bearing liabilities
for the three months ended June 30, 2005 increased by $24.3 million or 16.6%
compared to the three months ended June 30, 2004. The weighted average interest
rate declined to 6.1% in the third quarter of fiscal 2005 from 6.4% in the third
quarter of fiscal 2004.

      Operating Expense. Operating expense in the third quarter of fiscal 2005
increased to $8.4 million from $8.2 million in the third quarter of fiscal 2004,
an increase of $.2 million or 2.3%. This increase arose from professional fees
for ongoing business matters that occur in the normal course of business.

       Net Income. Income before taxes in the third quarter of fiscal 2005 was
$2.6 million and net income was $1.7 million compared to income before taxes of
$2.3 million and net income of $1.5 million during the third quarter of fiscal
2004.


                                       10
<PAGE>

      Nine Months Ended June 30, 2005 Compared to Nine Months Ended June 30,
2004

      Finance Receivables. Our aggregate finance receivables increased 16.5%
during the first nine months of fiscal 2005 to $231.2 million from $198.4
million on September 30, 2004, compared to a 13.4% increase during the first
nine months of fiscal 2004 to $188.1 million from $165.9 million on September
30, 2003. This increase was due primarily to increases in finance receivables
from the Internet, which grew by more than $28.3 million or 40.1%. Our continued
efforts to increase this distribution channel along with the help of our third
party internet providers is providing substantial growth opportunities for our
finance receivables.

      Total Revenues. Total revenues for the nine months of fiscal 2005
increased to $50.9 million from $45.4 million for the first nine months of
fiscal 2004, an increase of $5.5 million or 12.1 %. This increase was primarily
due to the increase in average finance receivables to $215.5 million in fiscal
2005 from $176.2 million in fiscal 2004, an increase of 22.3%.

      Provision for Credit Losses. The provision for credit losses in the first
nine months of fiscal 2005 increased to $9.3 million from $7.8 million in the
first nine months of fiscal 2004, an increase of $1.5 million or 19.2%. Net
charge-offs of finance receivables in the first nine months of fiscal 2005
increased to $8.7 million from $7.3 million in the first nine months of fiscal
2004, an increase of $1.4 million or 19.2%. Our allowance for credit losses at
June 30, 2005 increased to $13.0 million from $10.7 million at June 30, 2004, an
increase of $2.3 million, or 21.5%. These increases reflect the increase in our
average finance receivables portfolio as well as our concern regarding
uncertainty surrounding continued hostilities throughout the world effecting our
Military.

      Interest Expense. Interest expense in the first nine months of fiscal 2005
increased to $7.9 million from $6.7 million in the first nine months of fiscal
2004, an increase of $1.2 million or 18.4%. This is the result of an increase of
$31.7 million in our average interest bearing liabilities for the nine months
ended June 30, 2005 or 22.5% compared to the nine months ended June 30, 2004 and
multiple rate increases by the Federal Reserve throughout fiscal 2005. The
weighted average interest rate declined to 6.1% in the first nine months of
fiscal 2005 from 6.4% in the first nine months of fiscal 2004.

      Operating Expense. Operating expenses in the first nine months of fiscal
2005 increased to $25.5 million from $24.8 in the first nine months of fiscal
2004 an increase of $.7 million or 2.8%. This increase was primarily due to
professional fees, as a result of building infrastructure in the retail network
and renewed efforts to create a technology solution by integrating lending,
point of sale, and customer relationship management systems to enhance
efficiencies in the future.

       Net Income. Income before taxes in the first nine months of fiscal 2005
was $8.2 million and net income was $5.3 million compared to income before taxes
of $6.1 million and net income of $3.9 million during the first nine months of
fiscal 2004.


Delinquency Experience

      Our customers are required to make monthly payments of interest and
principal. We analyze our delinquencies on a recency delinquency basis. A loan
is delinquent under the recency method when a full payment (95% or more of the
contracted payment amount) has not been received for 60 days after the last full
payment. We rarely grant extensions or deferments, or allow account revision,
rewriting, renewal or rescheduling in order to bring otherwise delinquent
accounts current.


                                       11
<PAGE>


      The following sets forth our delinquency experience for accounts for which
payments are 60 days or more past due and allowance for credit losses for our
finance receivables as of the ends of the periods presented:

<TABLE>
<CAPTION>
                                                As of the Nine Months Ended           As of
                                                          June 30,                September 30,
                                                 2005               2004              2004
                                          ----------------- ------------------ -----------------
                                                           (dollars in thousands)

<S>                                       <C>               <C>                <C>
Finance receivables balances              $     231,217     $     188,145      $    198,407

Finance receivables balances 60 days or
more past due                             $       7,691     $       5,506      $      5,863

Finance receivables balances 60 days or
more past due as a percent of finance
receivables                                        3.33%             2.93%             2.96%

</TABLE>

Credit Loss Experience and Provision for Credit Losses

      General. Our provisions for credit losses are charged to income in amounts
sufficient to maintain our allowance for credit losses at a level considered
adequate to cover the probable losses inherent in our existing finance
receivable portfolio. Historical credit loss experience, delinquency of finance
receivables, the value of underlying collateral, current economic conditions,
current military activities and management's judgment are factors used in
assessing the overall adequacy of the allowance and corresponding provision for
credit losses. Our allowance for credit losses is developed primarily for our
direct finance receivable portfolio as our retail installment contracts are
generally covered by dealer reserves.

      Direct Loans. Our charge-off policy is based on an account-by-account
review of delinquent receivables on a recency basis. Finance receivables are
charged-off when management deems them to be uncollectible through our normal
collection procedures or they become 270 days past due. The 270-day limit is set
forth in our senior lending agreement. Approximately 40% of our charge-offs
occur before an account is 180 days delinquent. Our primary source of
charge-offs is when a customer leaves the military prior to repaying the finance
receivable. We generally structure our loans so that the entire amount is repaid
prior to a customer's estimated separation from the military, and the number of
our customers who depart the military early has remained relatively constant
over time. We, however, cannot predict when or whether a customer may depart
from the military early. Accordingly, we cannot implement any policy or
procedure to ensure that we are repaid in full prior to our customer leaving the
military. Our second greatest source of loss is when a customer declares
bankruptcy.


                                       12
<PAGE>


      The following table presents net charge-offs on direct loans and net
charge-offs as a percentage of direct loans as of the ends of the periods
presented:

<TABLE>
<CAPTION>
                                       As of, and For the Three            As of, and For the Nine
                                             Months Ended                        Months Ended
                                               June 30,                            June 30,
                                   ----------------------------------------------------------------------
                                        2005              2004              2005              2004
                                   ----------------------------------------------------------------------
                                                          (dollars in thousands)
Direct Loans:
<S>                                <C>              <C>               <C>               <C>
Loans charged-off                  $      3,036     $      2,600      $      8,714      $      7,307
Less recoveries                             362              350             1,146               909
                                   ---------------- ----------------- ----------------- -----------------
Net charge-offs                    $      2,674     $      2,250      $      7,568      $      6,398
                                   ================ ================= ================= =================

Average monthly balance of
    outstanding (1)                $    200,298     $    162,906      $    192,922      $    156,670
Percentage of net charge-offs to
    average monthly balance
    outstanding (2)                        5.34%            5.52%             5.23%             5.44%

----------------------------------
(1) Averages are computed using month-end balances.
(2) June 30, 2005 and 2004 are annualized for comparison purpose.

</TABLE>

      Retail Installment Contracts. Under our retail merchant reserve
arrangements, we withhold a percentage (usually between five and ten percent) of
the principal amount of the retail installment contract purchased. The amounts
withheld from a particular retail merchant are recorded in a specific reserve
account. Any losses incurred on the retail installment contracts purchased from
that retail merchant are charged against its specific reserve account. Upon the
retail merchant's request, and no more often than annually, we pay the retail
merchant the amount by which its specific reserve account exceeds 15% of the
aggregate outstanding balance on all retail installment contracts purchased from
them, less losses we have sustained, or reasonably could sustain, due to debtor
defaults, collection expenses, delinquencies and breaches of our agreement with
the retail merchant. Our allowance for credit losses is charged only to the
extent that the loss on a retail installment contract exceeds the originating
retail merchant's specific reserve account at the time of the loss.

      The following table presents net charge-offs on retail installment
contracts and net charge-offs as a percentage of retail installment contracts as
of the ends of the periods presented:


<TABLE>
<CAPTION>
                                       As of, and For the Three            As of, and For the Nine
                                             Months Ended                        Months Ended
                                               June 30,                            June 30,
                                   -------------------------------------------------------------------
                                        2005              2004              2005             2004
                                   -------------------------------------------------------------------
                                                          (dollars in thousands)
Retail Installment Contracts:
<S>                                <C>              <C>               <C>               <C>
Contracts charged-off              $          6     $         2       $        12       $       26
Less recoveries                              22              19                48               58
                                   ---------------- ----------------- ----------------- --------------
Net charge-offs (recoveries)       $        (16)    $       (17)      $       (36)      $      (32)
                                   ================ ================= ================= ==============

Average monthly balance of
   outstanding (1)                 $     23,111     $    20,755       $    22,609       $   19,568
Percentage of net charge-offs to
   average monthly balance
   outstanding (2)                        -0.28%          -0.33%            -0.21%           -0.22%

----------------------------------
(1) Averages are computed using month-end balances.
(2) June 30, 2005 and 2004 are annualized for comparison purpose.
</TABLE>



                                       13
<PAGE>

      The following table presents our allowance for credit losses on finance
receivables as of the ends of the periods presented:

<TABLE>
<CAPTION>

                                             As of, and For the Three      As of, and For the Nine
                                                   Months Ended                 Months Ended
                                                     June 30.                     June 30,
                                             --------------------------------------------------------
                                                 2005            2004           2005          2004
                                             --------------------------------------------------------
<S>                         <C>               <C>            <C>            <C>            <C>
Average finance receivables (1)               $  223,406     $  183,662     $ 215,530      $ 176,239
Provision for credit losses                   $    3,497     $    2,973     $   9,332      $   7,796
Net charge-offs                               $    2,658     $    2,233     $   7,532      $   6,366
Net charge-offs as a percentage of
   average finance receivables (2)                  4.76%          4.86%         4.66%          4.82%
Allowance for credit losses                   $   13,041     $   10,651     $  13,041      $  10,651
Allowance as a percentage of average
   finance receivables                              5.84%          5.80%         6.05%          6.04%

-------------------------------
(1) Averages are computed using month-end balances.
(2) June 30, 2005 and 2004 are annualized for comparison purpose.
</TABLE>

      Allowance for Credit Losses. The allowance for credit losses is maintained
at an amount which management considers sufficient to cover estimated future
losses. The Company has developed policies and procedures for assessing the
adequacy of the allowance for credit losses which take into consideration the
historical credit loss experience of the Company, delinquency trends, current
economic conditions, current or future military deployments, and the composition
of the finance receivable portfolio. The Company uses various ratio analyses in
evaluating prior finance receivable losses and delinquency experience. These and
other analyses are used to measure historical movement of finance receivables
through various levels of repayment, delinquency, and loss. These results and
management's judgment are used to estimate future losses and in establishing the
current provision and allowance for credit losses. These estimates are
influenced by factors outside the Company's control, such as economic conditions
and current or future military deployments. There is uncertainty inherent in
these estimates, making it reasonably possible that they could change in the
near term. See our annual report on Form 10-K; Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operation--Critical
Accounting Policies."

      The following table sets forth changes in the components of our allowance
for credit losses on finance receivables as of the ends of the periods
presented:

<TABLE>
<CAPTION>
                                    As of, and For the Three            As of, and For the Nine
                                          Months Ended                       Months Ended,
                                            June 30,                           June 30,
                               ----------------------------------------------------------------------
                                     2005              2004             2005              2004
                               ----------------------------------------------------------------------
                                                      (dollars in thousands)
<S>                            <C>               <C>               <C>              <C>
Balance, beginning of period   $     12,201      $      9,911      $     11,241     $     9,221
                               ----------------- ----------------- ---------------- -----------------
Charge-offs:
   Loans charged-off                 (3,041)           (2,602)           (8,726)         (7,333)
   Recoveries                           384               369             1,194             967
                               ----------------- ----------------- ---------------- -----------------
Net charge-offs                      (2,657)           (2,233)           (7,532)         (6,366)
Provision for credit losses           3,497             2,973             9,332           7,796
                               ----------------- ----------------- ---------------- -----------------
Balance, end of period         $     13,041      $     10,651      $     13,041     $    10,651
                               ================= ================= ================ =================
</TABLE>


                                       14
<PAGE>

Loan Origination

      Our loan origination is an important factor in determining our future
revenues. Loan originations increased for the first nine months of fiscal 2005
to $217.6 million from $173.9 million for the first nine months of fiscal year
2004, an increase of $43.7 million or 25.1%. See " Results of Operations - Three
Months Ended June 30, 2005 Compared to the Three Months ended June 30, 2004 -
Finance Receivables." The record volume in the first nine months of fiscal 2005
was achieved through increased expansion of our Internet distribution channel,
partly through marketing agreements (primarily with one third party), which we
entered into in the first quarter of fiscal year 2004. These marketing efforts
helped contribute to a $25.9 million or 59.3% of the increase in loan
originations. See our annual report on Form 10-K; Item 1, "Business- Lending
Activities."

      The following table sets forth our overall loan originations and lending
activities by direct loans and retail installment contracts as of the ends of
the periods presented:

<TABLE>
<CAPTION>
                                          As of, and For the Three            As of, and For the Nine
                                               Months Ended                        Months Ended
                                                  June30,                            June 30,
                                     ----------------------------------------------------------------------
                                           2005              2004             2005              2004
                                     ----------------------------------------------------------------------
                                            (dollars in thousands, except for average note amounts)
Total Loan Origination:
<S>                                  <C>               <C>               <C>              <C>
   Gross balance                     $      84,506     $     66,761      $     217,627    $   173,948
   Number of finance receivable             23,754           19,723             63,547         52,867
   notes
   Average note amount               $       3,558     $      3,385      $       3,425    $     3,290

Direct Loans:
   Gross balance                     $      79,245     $     61,775      $     200,846    $   159,411
   Number of finance receivable             21,920           18,095             57,832         47,935
   notes
   Average note amount               $       3,615     $      3,414      $       3,473    $     3,326

Retail Installment Contracts:
   Gross balance                     $       5,261     $      4,986      $      16,781    $    14,537
   Number of finance receivable              1,834            1,628              5,715          4,932
   notes
   Average note amount               $       2,869     $      3,063      $       2,936    $     2,947
</TABLE>

      On July 1, 2005, we completed the replacement of our legacy loan
processing system with a purchased software solution known as Daybreak. This
major technology investment will provide the organization with continued
improvements in its loan origination, servicing and collection processes. It
also sets the foundation for more seamless interfaces with additional systems as
needed in the future.

Liquidity and Capital Resources

      A relatively high ratio of borrowings to invested capital is customary in
consumer finance activities due to the quality and term of the assets employed.
Investing activities are our principal use of cash, which is to make new loans
and purchase retail installment contracts. We use our borrowings to fund the
difference, if any, between the cash used to make new loans and purchase retail
installment contracts, and the cash generated from loan repayments. Cash used in
investing activities in the first nine months of fiscal 2005 was approximately
$41.2 million, which was funded from $16.3million of cash from operating
activities and $24.5 million from financing activities. Cash used in investing
activities in the first nine months of fiscal 2004 was approximately $29.5
million, which were funded from $12.7 million of cash from operating activities
and $16.9 million from financing activities.

      Financing activities primarily consist of borrowings and repayments
relating to our bank debt, an unsecured revolving credit line from our parent
and our investment notes. We anticipate that our cash inflow from operations,
borrowings under our senior lending agreement, and the proceeds from the sale of
investment notes will be adequate to meet our cash out flows to fund anticipated
growth in our finance receivables, operating expenses, repayment of
indebtedness, and planned capital expenditures.

                                       15
<PAGE>

      On or before March 31st of each year, each bank that is a party to the
senior lending agreement is to deliver to us a written indication of whether or
not it wishes to participate in future fundings and the amounts that it expects
to be willing to fund during the next 12 months. As of June 30, 2005, all banks
that are a party to our senior lending agreement have indicated in writing their
willingness to participate in the fundings up to an aggregate of $250 million.

      Senior Indebtedness-Bank Debt. Our senior lending agreement is an
uncommitted facility, which provides common terms and conditions pursuant to
which individual banks that are a party to this agreement may choose to make
loans to us in the future. Any bank may elect not to participate in any future
fundings at any time without penalty. As of June 30, 2005, we could request up
to $21.5 million in additional funds and remain in compliance with the terms of
our senior lending agreement. No bank, however, has any contractual obligation
to lend us these additional funds. As of June 30, 2005, we were in material
compliance with all loan covenants.

      Senior Indebtedness-Parent Debt. We also have a revolving line of credit,
payable on demand, from our parent, Pioneer Financial Industries, Inc. Interest
on this facility accrues at the prime rate plus 2%. At June 30, 2005, there was
$2.1 million outstanding under this credit facility with an interest rate of
8.25%.

      Senior Indebtedness Table. As of June 30, 2005 and 2004, the total
borrowings and availability under our senior lending agreement and our revolving
line of credit from our parent company consisted of the following amounts for
the ends of the periods presented:

<TABLE>
<CAPTION>

                                            As of June 30,            As of September 30,
                                      --------------------------------------------------
                                          2005           2004              2004
                                      --------------------------------------------------
                                                  (dollars in thousands)
Revolving Credit Line (1):
<S>                                       <C>           <C>                <C>
   Total facility                         $  47,034     $  36,146          $  36,363
   Balance at end of period               $  17,467     $  14,775          $  15,234
   Maximum available credit (3)           $  29,567     $  21,371          $  21,129

Term Notes (2):
   Total facility                         $ 207,000     $ 167,443          $ 167,000
   Balance at end of period               $ 145,973     $ 113,876          $ 121,912
   Maximum available credit (3)           $  61,027     $  53,567          $  45,088

Total Revolving and Term Notes (1)(2):
   Total facility                         $ 254,034     $ 203,589          $ 203,363
   Balance at end of period               $ 163,440     $ 128,651          $ 137,146
   Maximum available credit (3)           $  90,594     $  74,938          $  66,217
   Credit facility available (4)          $  21,534     $  21,865          $  21,579
   Percent utilization of the total           64.34%        63.19%             67.44%
      facility
--------------------------------------
(1) Includes revolving credit line from our parent.
(2) Includes 48-month amortizing tenn notes.
(3) Maximum available credit assuming proceeds in excess of the amounts shown
    below under "Credit Facility Available" are used to increase qualifying finance
    receivables and all terms of the senior lending agreement are met, including
    maintaining a Senior Indebtedness to Net Receivable Ratio of not more than
    80.0%.
(4) Credit facility available based on the existing asset borrowing base and
    maintaining a Senior Indebtedness to Net Receivable Ratio of not more than
    80.0%.
</TABLE>


      Outstanding Investment Notes. We also fund our liquidity needs through the
sale of unsecured investment notes. These notes have varying fixed interest
rates and are subordinate to all senior indebtedness. We can redeem these notes
at any time upon 30 days written notice. In the history of the program, we have
never called or defaulted on these notes and we do not anticipate doing so. As
of June 30, 2005, we had issued approximately $23.4 million of these investment
notes at a weighted average interest rate of 9.2%.

      The sale of these notes provides us with additional liquidity and capital
resources. Issuing these notes increases our tangible net worth, which allows us
to borrow larger amounts under our senior lending agreement. To finance growth
in our finance receivables portfolio, we intend to borrow additional funds under
our senior lending agreement from time to time as we sell additional notes.

                                       16
<PAGE>

Trends

      As we continue to assess and align our products to the increasingly
competitive market of military lending, we continue to look for ways to remain
the responsible alternative. The growth of the payday or "balloon loans" and
significant increases in credit card costs or "revolving loans", suggest we
fine-tune our disciplined, installment loan program. As a result, we intend to
limit our secured lending to loans that are secured by real property and/or
titled vehicles. The majority of our loans will continue to be unsecured and we
will no longer accept other personal property as security for our secured loans.

      We anticipate this will have a slight decrease in insurance commission
revenue as a result of this new focus, but our focus on helping military
families eliminate the high cost of balloon and revolving loans should improve
our loan originations and more than off set the commission decrease.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

      Our profitability and financial performance are sensitive to changes in
the U.S. Treasury yields and the spread between the effective rate of interest
we receive on customer loans and the interest rates we pay on our borrowings.
Our finance income is generally not sensitive to fluctuations in market interest
rates. The primary exposure that we face is changes in interest rates on our
borrowings. A substantial and sustained increase in market interest rates could
adversely affect our growth and profitability. The overall objective of our
interest rate risk management strategy is to mitigate the effects of changing
interest rates on our interest expense through the utilization of short-term
variable rate debt and medium and long term fixed rate debt. We have not entered
into any derivative instruments to manage our interest rate risk. For more
information about this item see our annual report of Form 10-K; Item 7A,
"Quantitative And Qualitative Disclosures About Market Risk-Interest Rate Risk
Management."


ITEM 4.  Controls and Procedures

      The Company maintains disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to
ensure that information required to be disclosed in the Company's reports under
the Exchange Act is recorded, processed, summarized and reported as of the end
of the period covered by this report (evaluation date), and that such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures. Any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives. Our
management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as of June
30, 2005. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that the design and operation of our disclosure
controls and procedures are effective. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date the evaluation was completed.

                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

      The Company became aware last quarter that the Florida Attorney General
was planning to file a lawsuit against a subsidiary of the Company accusing it
of violating Florida lending laws and requiring it to comply with such laws in
connection with 216 loans that were made by a subsidiary of the Company during
the period December 2001 to March 2003. The Company has relied upon the case of
Pioneer Military Lending v. Manning, 2 F.3d 280 (8th Cir. 1993), the Eighth
Circuit Court of Appeals held that the Commerce Clause of the U.S. Constitution
prevents the lending laws of the state in which a non-resident military borrower
is stationed from regulating such loan transactions. In the eleven years since
the Manning decision, more than 25 states have accepted the rationale in that
decision and allowed the Company to utilize the aforementioned business model
without local state regulation. While not obligated to do so, the Company has
been cooperating fully with an inquiry conducted during the past two years by
the Florida Attorney General regarding the loans made from the Company's
subsidiary in Georgia to non-resident U.S. military personnel stationed in
Florida. In March 2005 the Company's subsidiary received another subpoena from
the Attorney General's Office, that the Company interpreted as indicating that
the Florida Attorney General was planning to file a lawsuit. The Company
believes it cannot continue to meet the borrowing needs of U.S. military
personnel if it is required to comply with the lending laws of each of the
significant number of states that have

                                       17
<PAGE>

military installations. On April 29, 2005, Pioneer Military Lending of Georgia,
Inc., a Georgia corporation and wholly-owned subsidiary of the Company, filed a
Complaint for Declaratory Judgment, Injunctive Relief and Damages against
Charlie Crist, the Attorney General of Florida, in the United States District
Court for the Northern District of Florida. The complaint seeks a determination
that, among other things, the Company and its affiliates are not subject to
Florida lending laws and licensing requirements. See "Risk Factors- We are
subject to many laws and governmental regulations and any changes in these laws
and regulations may materially adversely affect its financial condition and
business operations."

      The Company is also currently involved in various litigation matters in
the ordinary course of business. Other than as described above, the Company is
not currently involved in any litigation or other proceeding that it expects,
either individually or in the aggregate, will have a material adverse effect on
our financial condition, results of operations and cash flows.

ITEM 2.  Changes in Securities and Use of Proceeds

      On May 13, 2003, the Securities and Exchange Commission declared our
registration statement on Form S-1, as amended (File No. 333-103293), effective.
On January 13, 2004 the Securities and Exchange Commission declared our post
effective amendment number 1 as filed on Form S-1 (File No. 333-103293),
effective. On February 10, 2005, the Securities and Exchange Commission declared
our post effective amendment number 2 as filed on From S-2 (File No.
333-103293), effective. Pursuant to the registration statement, and the
accompanying prospectus, we registered and are offering up to $25,000,000 in
aggregate principal amount of our investment notes, with a maximum aggregate
offering price of $25,000,000 on a continuous basis with an expected termination
of January 31, 2007 unless terminated earlier at our discretion. We commenced
the offering of these investment notes on May 20, 2003. We are currently
offering the notes through our officers and employees directly without an
underwriter or agent. From May 20, 2003 to June 30, 2005, we sold 424 notes in
an approximate aggregate principal amount of $9,597,000. For the quarter ended
June 30, 2005, we sold 72 notes in the approximate aggregate principal amount of
$1,929,000. Costs incurred in connection with the preparation of the initial
registration statement on Form S-1 were approximately $315,000. Our expenses
incurred in connection with the issuance and distribution of the investment
notes from the date our registration statement became effective, May 13, 2003,
through June 30, 2005 were approximately $492,000. Expenses incurred in the
third quarter of fiscal 2005 were approximately $55,000. Net proceeds from the
offering through June 30, 2005, were approximately $6,916,000.

ITEM 3.  Defaults upon Senior Securities

      None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

      None.

ITEM 5.  Other Information

      None.

ITEM 6.  Exhibits

(a)   Exhibits

3.1         Restated Articles of Incorporation of the Company (Incorporated by
            reference to Exhibit 3.1 of the Company's Registration Statement on
            Form S-1, as amended, filed with the Securities and Exchange
            Commission on February 8, 2003 (Commission No. 333-103293) (the
            "Initial Registration Statement")).
3.2         Certificate of Amendment to Articles of Incorporation of the Company
            (Incorporated by reference to Exhibit 3.2 of the Initial
            Registration Statement).
3.3         Amended and Restated By-Laws of the Company (Incorporated by
            reference to Exhibit 3.3 of the Initial Registration Statement).
4.1         Amended and Restated Indenture dated as of December 15, 2004
            (Incorporated by reference to Exhibit 4.1 of the Post Effective
            Amendment No. 2 to the Registration Statement filed with the
            Securities and Exchange Commission dated December 17, 2004
            (Commission No. 333-103293) ("Post Effective Amendment No.2").
4.2         Form of investment note certificate (Incorporated by reference to
            Exhibit 4.2 of the Post Effective Amendment No. 2).

                                       18
<PAGE>

4.3         Form of Investment Note prior to November 1, 2002 (Incorporated by
            reference to Exhibit 4.3 of the Initial Registration Statement).
4.7         Form of Agreement between the Company and various banks named in
            Amended and Restated Senior Lending Agreement (Incorporated by
            reference to Exhibit 4.7 of the Initial Registration Statement).
4.9         Amended and Restated Senior Lending Agreement dated October 1, 2003
            among the Company and various banks named therein (Incorporated by
            reference to Exhibit 4.9 of the Post Effective Amendment No. 1 to
            the Registration Statement filed with the Securities and Exchange
            Commission dated December 12, 2003 (Commission No. 333-103293)
            ("Post Effective Amendment No.1").
4.10        Promissory Note dated October 1, 2003 between the Company and
            Pioneer Financial Industries, Inc.  (Incorporated by reference to
            Exhibit 4.10 of the Post Effective Amendment No. 2)
4.11        Form of Rate Supplement (Incorporated by reference to Exhibit 4.11
            of the Post Effective Amendment No. 2).
4.12        Form of IRA Application (Incorporated by reference to Exhibit 4.12
            of the Post Effective Amendment No. 2).
4.13        Form of Offer to Purchase (Incorporated by reference to Exhibit 4.13
            of the Post Effective Amendment No. 2).
10.1        Form of Readi-Loan Licensing Agreement (Incorporated by reference to
            Exhibit 10 of the Initial Registration Statement).
10.2        Office Building Lease dated January 31, 2001, between the Company
            and Belletower Partners, L.L.C. (Incorporated by reference to
            Exhibit 10.2 of the Initial Registration Statement).
10.3        Addendum to Office Building Lease between the Company and Belletower
            Partners, L.L.C. (Incorporated by reference to Exhibit 10.3 of the
            Initial Registration Statement).
10.4        First Amendment to Office Building Lease dated July 19, 2001,
            between the Company and Belletower Partners, L.L.C. (Incorporated by
            reference to Exhibit 10.4 of the Initial Registration Statement).
10.5        Employment Contract between the Company and Randall J. Opliger
            (Incorporated by reference to Exhibit 10.5 of the Initial
            Registration Statement).
10.6        Trademark Licensing Agreement dated October 10, 2000 between the
            Company and Pioneer Licensing Services, Inc. (Incorporated by
            reference to Exhibit 10.6 of the Initial Registration Statement).
10.7        Transfer of Shares dated as of September 30, 2003 between the
            Company and Pioneer Financial Industries, Inc. (Incorporated by
            reference to Exhibit 10.7 of the Annual Report on Form 10-K for the
            fiscal year ended September 30, 2003).
10.8        Capital Contribution Agreement dated as of September 30, 2003
            between the Company and Pioneer Financial Industries, Inc.
            (Incorporated by reference to Exhibit 10.8 of the Annual Report on
            Form 10-K for the fiscal year ended September 30, 2003).
10.9        Stock Purchase Agreement dated October 29, 2003 between the Company
            and Pioneer Financial Industries, Inc. (Incorporated by reference to
            Exhibit 10.9 of the Annual Report on Form 10-K for the fiscal year
            ended September 30, 2003).
10.10       Stock Purchase Agreement dated October 29, 2003 between the Company
            and Pioneer Financial Industries, Inc. (Incorporated by reference to
            Exhibit 10.10 of the Annual Report on Form 10-K for the fiscal year
            ended September 30, 2003).
12          Statement regarding computation of ratios (Incorporated by reference
            to Exhibit 12 of Post Effective Amendment No. 2).
21          Subsidiaries of the Company (Incorporated by reference to Exhibit 21
            of the Post Effective Amendment No. 1).
25          Statement of eligibility of trustee (Incorporated by reference to
            Exhibit 25 of the Amendment No. 1).
31.1        Certification of Chief Executive Officer pursuant to Rule 15d-15e.
31.2        Certification of Chief Financial Officer pursuant to Rule 15d-15e.
32.1        18 U.S.C. Section 1350 Certification of Chief Executive Officer.
32.2        18 U.S.C. Section 1350 Certification of Chief Financial Officer.


                                       19
<PAGE>


                                   SIGNATURES


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

PIONEER FINANCIAL SERVICES, INC.


Name                                    Title                      Date
----                                    -----                      ----

                              Chief Executive Officer           August 12, 2005
/s/ William D. Sullivan       and Sole Director
------------------------      (Principal Executive Officer)
William D. Sullivan



                              Chief Financial Officer,          August 12, 2005
/s/ Randall J. Opliger        Treasurer and Secretary
------------------------      (Principal Financial Officer
Randall J. Opliger            and Principal Accounting Officer)






                                       20