SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                      ____
                           --------------------------

                                   FORM 10-QSB


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

                  For the quarterly period ended June 30, 2004

                                       OR

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


                         Commission file number 0-30472

                               PIONEER OIL AND GAS
             Incorporated pursuant to the Laws of the State of Utah



        Internal Revenue Service - Employer Identification No. 87-0365907

                      1206 W. South Jordan Parkway, Unit B
                          South Jordan, Utah 84095-5512



Indicate by check mark whether the registrant (1) has filed all 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 ___


The total number of shares of the  registrant's  Common Stock,  $.001 par value,
outstanding on June 30, 2004, was 7,912,819.


<PAGE>










                          Part I. FINANCIAL INFORMATION

           Item 1. Financial Statements for Third Fiscal Quarter 2004
                           Period Ending June 30, 2004



<PAGE>
<TABLE>
<CAPTION>



               Financial Statements for Third Fiscal Quarter 2004
                           Period Ending June 30, 2004

                               PIONEER OIL AND GAS
                                  Balance Sheet


                               As of June 30, 2004

<S>                                                                       <C>
Assets

Current assets:
       Cash                                                                 $    673,308
       Accounts receivable                                                       493,456
       Resale leases, at lower of cost or market                                 935,446
                                                                             -----------

                  Total current assets                                         2,102,210

Property and equipment - net (successful efforts method)                         381,810
Other assets                                                                       2,000
                                                                             -----------

                                                                            $  2,486,020
-----------------------------------------------------------------------------------------------------------------------------------

       Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
       Accounts payable                                                     $  1,182,488
       Accrued expenses                                                           30,490
       Note payable                                                                    -
                                                                             -----------

                  Total current liabilities                                    1,212,978
                                                                             -----------

Commitments and contingencies                                                          -

Stockholders' equity (deficit):
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 7,912,819 shares outstanding                           7,912
       Additional paid-in capital                                              2,473,396
       Treasury Stock                                                                  -
       Stock subscription receivable                                           (218,187)
       Accumulated deficit                                                     (990,079)
                                                                             -----------

                  Total stockholder's equity (deficit)                         1,273,042
                                                                             -----------

                                                                            $  2,486,020
</TABLE>


<PAGE>
<TABLE>
<CAPTION>




                                                          PIONEER OIL AND GAS
                                                        Statement of Operations

                      Third Fiscal Quarter Ending June 30,
                                   (Unaudited)


                                                                                    2004             2003
                                                                                    ----             ----
<S>                                                                       <C>             <C>
Revenue:
       Oil and gas sales                                                    $    248,117     $    237,350
       Royalty Revenue                                                           195,136          140,021
       Operational reimbursements                                                  1,500            3,106
       Project and lease sales income                                             18,750          504,348
                                                                             -----------      -----------

                                                                                 463,503          884,825
                                                                             -----------      -----------

Costs and expenses:
       Cost of operations                                                        137,727          142,451
       General and administrative expenses                                        73,204           75,603
       Exploration costs                                                          66,248          111,172
       Lease rentals                                                              14,498           15,950
       Depreciation, depletion and amortization                                   32,433           21,831
                                                                             -----------      -----------

                                                                                 324,110          367,007
                                                                             -----------      -----------

                  Income (loss) from operations                                  139,393          517,818
                                                                             -----------      -----------

Other income (expense):
         Loss on assets sold or abandoned                                         (1,227)        (308,261
       Interest expense                                                                -           (6,092)
       Other (expense) income                                                        488               51
                                                                             -----------      -----------

       Income (loss) before provision
                  for income taxes                                               138,654          203,516
       Provision for income taxes                                                      -                -
                                                                             -----------      -----------

                  Net income (loss)                                         $    138,654     $    203,516
                                                                             -----------      -----------


Earnings per share - basic and diluted                                      $        .02     $        .03
                                                                             -----------      -----------

Weighted average common shares - basic and diluted                             7,913,000        7,962,000
                                                                             -----------      -----------

</TABLE>
<PAGE>
<TABLE>
<CAPTION>





                               PIONEER OIL AND GAS
                             Statement of Operations

                    Nine Months Ended June 30, 2004 and 2003
                                   (unaudited)


                                                                                    2004             2003
                                                                                    ----             ----
<S>                                                                       <C>              <C>
Revenue:
       Oil and gas sales                                                    $    657,647     $    692,790
       Royalty Revenue                                                           533,397          253,363
       Operational reimbursements                                                  4,500            6,606
       Project and lease sales income                                             37,500          538,185
                                                                             -----------      -----------


                                                                               1,233,044        1,490,944

Costs and expenses:
       Cost of operations                                                        459,973          398,975
       General and administrative expenses                                       254,115          233,706
       Exploration costs                                                         157,527          205,138
       Lease rentals                                                              48,458           54,514
       Depreciation, depletion and amortization                                   87,299           65,561
                                                                             -----------      -----------

                                                                               1,007,372          957,894
                                                                             -----------      -----------

                  Income  from operations                                        225,672          533,050

Other income (expense):
         Gain (loss) on assets sold or abandoned                                     810         (355,459)
       Interest expense                                                                -          (23,476)
       Other income                                                               19,957            8,269
                                                                             -----------      -----------

       Income before provision
                  for income taxes                                               246,439          162,384

       Provision for income taxes                                                      -                -

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

                  Net income                                                $    246,439     $    162,384
                                                                             -----------      -----------

Earnings per share - basic and diluted                                      $        .03     $        .02
                                                                             -----------      -----------

Weighted average common shares - basic and diluted                             7,938,000        7,962,000
                                                                             -----------      -----------


</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                             Statement of Cash Flows
                For The Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)
                                                                                    2004             2003
                                                                                    ----             ----
<S>                                                                       <C>              <C>
Cash flows from operating activities:
       Net income                                                           $    246,439     $    162,384
       Adjustments to reconcile net income to net cash
           provided by operating activities:
           Loss (Gain) on assets sold or abandoned                                     -          355,459
           Depreciation, depletion and amortization                               84,500           65,561
           Employee benefit plan expense                                          20,698           20,698
           Interest income                                                        (6,958)          (7,746)
           (Increase) decrease in:
               Accounts receivable                                              (343,663)         (41,278)
               Resale leases                                                    (715,769)         271,459
               Other assets                                                          230                -
           Increase (decrease) in:
               Accounts payable                                                1,060,395          (88,325)
               Accrued expenses                                                    5,283            4,476
                                                                             -----------      -----------

                  Net cash provided by
                  operating activities                                           351,155          742,688
                                                                             -----------      -----------

Cash flows from investing activities:
       Acquisition of property and equipment                                     (27,429)          (4,504)
                                                                             -----------      -----------

                  Net cash used in investing activities                          (27,429)          (4,504)
                                                                             -----------      -----------

Cash flow from financing activities:
       Increase/Decrease in Credit Line                                                -         (654,158)
       Acquisition of Treasury Stock                                             (21,945)                -
                                                                             -----------      -----------
         Net cash used in financing activities                                   (21,945)        (654,158)
                                                                                --------        ---------

                  Net increase in cash                                           301,781           84,026

Cash, beginning of period                                                   $    371,527     $     90,458
                                                                             -----------      -----------
Cash, end of period                                                         $    673,308     $    174,484
                                                                             -----------      -----------


</TABLE>
<PAGE>








                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Third Fiscal Quarter Ending June 30, 2004
                                   (Unaudited)

NOTE 1 - UNAUDITED INTERIM INFORMATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and with the  instructions to Form 10-QSB and Regulation
S-B.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the three-month and nine-month  periods ending
June 30, 2004 are not necessarily indicative of the results that may be expected
for the year ending  September 30, 2004. For further  information,  refer to the
financial statements and footnotes thereto included in the Company's Form 10-KSB
for the year ended September 30, 2003.

(1) The unaudited  financial  statements include the accounts of Pioneer Oil and
Gas and include all  adjustments  (consisting of normal  recurring  items) which
are, in the opinion of  management,  necessary to present  fairly the  financial
position as of June 30, 2004 and the  results of  operations  and cash flows for
the three-month and nine-month periods ended June 30, 2004 and 2003. The results
of operations for the three-month and nine-month periods ended June 30, 2004 are
not necessarily indicative of the result to be expected for the entire year.

(2) Loss per  common  share is based on the  weighted  average  number of shares
outstanding during the period.

(3) During the nine months ended June 30, 2004,  the company  recorded  interest
income  (on the  stock  subscription  receivable)  of $6,958  reduced  the stock
subscription  receivable  by $13,740  and  recorded  an  employee  benefit  plan
contribution of $20,698.



<PAGE>



Item 2 MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
OF OPERATIONS

                           (Period Ending June, 2004)
                            Unaudited financial data

The discussion and analysis  contained herein should be read in conjunction with
the  preceding  financial  statements  and  the  information  contained  in  the
Company's 10KSB.  Except for the historical  information  contained herein,  the
matters  discussed in this 10 QSB contain forward looking  statements within the
meaning of Section 27a of the  Securities  Act of 1933, as amended,  and Section
21e of the  Securities  Exchange  Act of 1934,  as  amended,  that are  based on
management's  beliefs and  assumptions,  current  expectations,  estimates,  and
projections.  Statements  that  are  not  historical  facts,  including  without
limitation  statements  which are preceded by,  followed by or include the words
"believes,"  "anticipates,"  "plans,"  "expects,"  "may,"  "should,"  or similar
expressions  are  forward-looking  statements.  Many of the  factors  that  will
determine the company's  future results are beyond the ability of the Company to
control or predict. These statements are subject to risks and uncertainties and,
therefore, actual results may differ materially. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf,   are  expressed   qualified  in  their  entirety  by  these  cautionary
statements.  The Company disclaims any obligation to update any  forward-looking
statements whether as a result of new information, future events or otherwise.

Important  factors  that may  include,  but are not  limited  to:  the risk of a
significant  natural  disaster,  the inability of the Company to insure  against
certain risks, fluctuations in commodity prices, the inherent limitations in the
ability to estimate oil and gas reserves,  changing government  regulations,  as
well as general  market  conditions,  competition  and pricing,  and other risks
detailed  from time to time in the  Company's  SEC reports,  copies of which are
available upon request from the Company.

   Results of Operations -

Total  Revenue for the third fiscal  quarter  decreased  from $884,825 in fiscal
2003 to $463,503 in fiscal 2004. For the nine-month  period  revenues  decreased
from  $1,490,944 to $1,233,044.  The decrease in revenue for the three-month and
nine-month  periods was  entirely due to lower  project and lease sales  income.
Project and lease sale income  decreased  from $504,348 to $18,750 for the three
month period and from $538,185 to $37,500 for the ninth month period.

Total oil and gas sales (including  royalty  revenue)  increased 18 percent from
$377,371  to  $443,253  in the third  quarter  and 26 percent  from  $946,153 to
$1,191,044  for the  nine-month  period.  These  increases were due primarily to
increased gas production and higher product  prices.  Average oil prices for the
quarter  increased from $25.14 bbl to $34.19 bbl while gas prices increased from
$4.27 MCF to $5.02 MCF. For the nine-month period,  average oil prices increased
from  $25.47 bbl to $30.58 bbl while gas prices  increased  from $3.46 to $4.73.
Gas production for the nine-month  period increased by 11 percent  primarily due
to increased production on our Hunter Mesa properties.  Oil production decreased
14 percent for the nine-month period due to down time on our operated properties
and natural  production  declines.  For the  three-month  period oil  production
decreased  four percent for similar  reasons  while gas  production  decreased 3
percent  due  to  decreased   production  for  one  month  (correcting  a  prior
overpayment) in the Hunter Mesa properties.

<PAGE>


Project and lease sales income for the nine-month period decreased from $538,185
in 2003 to  $37,500  in  2004.  This  was  primarily  due to the  sale of  about
two-thirds of our Uinta Basin Overpressured Gas Prospect in 2003. The company is
currently marketing the remainder of the prospect.

Costs of  operations  decreased  from  $142,451 to $137,727  for the quarter and
increased  from $398,975 to $459,973 for the  nine-month  period.  These changes
were primarily due to variations in payments to working interest partners due to
varying production and product prices.

General and  administrative  expenses  decreased from $75,603 to $73,204 for the
quarter and increased from $233,706 to $254,115 for the nine-month period.

The  Company's  net  income for the third  quarter  (fiscal  2004) was  $138,654
compared to net income of $203,516 for the third fiscal  quarter  2003.  For the
nine-month  period  (fiscal  2004) the  Company  posted net  income of  $246,439
compared to a net income of $162,384 for fiscal 2003.

Liquidity and Capital Resources

During the nine-months of fiscal 2003 cash provided by operating  activities was
$351,155 while investing activities required $27,429. Net cash used in financing
activities was $21,945.

Cash provided by operating  activities  for the  nine-months  of fiscal 2003 was
$742,688.  Cash provided by operating  activities for the same period for fiscal
2004 was $351,155.

The company  substantially  increased  its resale leases by $715,769 to $935,446
during the nine-month  period.  This was due to purchasing trend acreage on nine
prospects in the central Utah  overthrust  near  Wolverine  Gas and Oil's recent
major oil discovery.  IHS Energy  information  services  reported that Wolverine
completed a well pumping 960 barrels of oil per day about three miles  southeast
of Sigurd in south-central Utah. This well was followed up by another productive
well currently being completed.

IHS Energy stated that these  discoveries  "promise to open a new  oil-producing
province in the Rockies."

Pioneer's  acreage  position in the central  Utah  overthrust  area  consists of
approximately 24,000 gross and 12,000 net acres.

<PAGE>


                           PART II. OTHER INFORMATION

Item 1 - Legal Proceedings

The  Company  may become or is subject to  investigations,  claims,  or lawsuits
ensuing  out  of the  conduct  of  its  business,  including  those  related  to
environmental  safety and health,  commercial  transactions  etc. The Company is
currently not aware of any such items,  which it believes  could have a material
adverse affect on its financial position.

Item 2 - Changes in Securities

None.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Submission of Matters to a Vote of Security Holders

None.

Item 5 - Other Information

The Board of Directors on July 30, 2004 added another board member Lynn Woodbury
to the  Company's  Board of Directors to comply with the  Sarbanes-Oxley  Act of
2002. Ms. Woodbury is a CPA and currently works with another oil and gas company
as their accountant. She will serve as the Company's independent audit committee
and financial expert for the audit committee.

Prior to the  filing of this 10Q,  the  Company  sold to  industry  partners  an
interest in the Emigrant Gap Prospect in Natrona County,  Wyoming and the Yankee
Mine Prospect,  in White Pine County,  Nevada. The Company has an 18.75% carried
working interest in both prospects and intends to drill the Initial Test Well on
both prospects prior to the end of the year subject to rig availability.
Item 6 - Exhibits and Reports on Form 8-K

          (a) There are no exhibits with this report.

          (b) The  registrant  did not file any  reports  on Form 8-K during the
          fiscal quarter ended June 30, 2004.


                                   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 Oil and Gas




Dated:   August 5, 2004                     /s/ Don J. Colton
                                          -------------------------------------
                                          President and Chief Executive Officer




<PAGE>




                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Don J. Colton, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pioneer Oil and Gas.

2. Based on my  knowledge,  this  quarterly  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 annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the Evaluation Date); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. I have disclosed,  based on the most recent  evaluation,  to the registrant's
auditors and the audit committee of registrant's  board of directors (or persons
performing the equivalent functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls.

6. I have indicated in this annual report whether or not there were  significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the  date  of  the  most  recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

DATE: August 5, 2004


                                /s/ Don J. Colton
                               -----------------------
                               Don J. Colton, President


<PAGE>








                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of the  Quarterly  Report of Pioneer Oil and Gas
(the  "Company")  on Form  10-QSB  for the  period  ended  June  30,  2004  (the
"Report"),  I, Don J. Colton,  Chief Executive Officer of the Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

(i) The Report fully  complies  with the  requirements  of section  13(a) of the
Securities Exchange Act of 1934; and

(ii) The information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


/s/ Don J. Colton
-------------------------
Don J. Colton
Chief Executive Officer
August 5, 2004