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 March 31, 2005

                                       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 March 31, 2005, was 7,910,802.





<PAGE>










                          PART I. FINANCIAL INFORMATION

           ITEM 1. FINANCIAL STATEMENTS FOR SECOND FISCAL QUARTER 2005
                          PERIOD ENDING MARCH 31, 2005















<PAGE>

<TABLE>
<CAPTION>


                               PIONEER OIL AND GAS
                                  Balance Sheet
                                 March 31, 2005
                                   (unaudited)
<S>                                                                       <C>
       Assets
Current assets:
       Cash                                                                 $  1,002,119
       Marketable securities, available for sale                                  36,039
       Accounts receivable                                                       203,553
       Resale leases, at lower of cost or market                               2,540,349
                                                                             -----------

                  Total current assets                                         3,782,060

Property and equipment - net (successful efforts method)                         656,873
Other assets                                                                       2,230
                                                                             -----------

                                                                            $  4,441,163
                                                                             ===========

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

       Liabilities and Stockholders' Equity

Current liabilities:
       Accounts payable                                                     $     50,492
       Accrued expenses                                                           28,781
       Income taxes payable                                                      176,000
                                                                             -----------

                  Total current liabilities                                      255,273

Deferred income tax                                                              278,000
Asset retirement obligation                                                      160,724
                                                                             -----------

                  Total Liabilities                                              693,997
                                                                             -----------

Commitments and contingencies                                                       -

Stockholders' equity:
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 7,910,802 shares issued and
         outstanding                                                               7,910
       Additional paid-in capital                                              2,470,734
       Stock subscription receivable                                           (184,570)
       Unrealized holding gain                                                    36,039
       Retained earnings                                                       1,417,053
                                                                             -----------

                  Total stockholder's equity                                   3,747,166
                                                                             -----------

                                                                            $  4,441,163
                                                                             ===========

</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>






                               PIONEER OIL AND GAS
                             Statement of Operations
                           Six Months Ended March 31,
                                   (unaudited)


                                                                                 2005            2004
                                                                             -----------      -----------
<S>                                                                       <C>              <C>
Revenue:
       Oil and gas sales                                                    $    530,079          409,530
       Royalty Revenue                                                           498,743          338,262
       Operational reimbursements                                                  3,000            3,000
       Project and lease sales income                                          2,260,528           18,750
                                                                             -----------      -----------

                                                                               3,292,350          769,542
                                                                             -----------      -----------

Costs and expenses:
       Cost of operations                                                        381,325          322,247
       General and administrative expenses                                       198,425          180,911
       Exploration costs                                                         137,328           91,279
       Lease rentals                                                              18,430           33,960
       Depreciation, depletion and amortization                                   46,186           54,866
                                                                             -----------      -----------

                                                                                 781,694          683,263
                                                                             -----------      -----------

                  Income from operations                                       2,510,656           86,279
                                                                             -----------      -----------

Other income (expense):
       Interest expense                                                          (1,267)            -
       Other income                                                              105,838           21,506
                                                                             -----------      -----------

                  Net other income                                               104,571           21,506
                                                                             -----------      -----------

                  Income before provision
                   for income taxes                                            2,615,227          107,785
       Provision for income taxes                                                454,000            -
                                                                             -----------      -----------

                  Net Income                                                $  2,161,227          107,785
                                                                             ===========      ===========


Earnings per share:
       Basic                                                                $        .27              .01
                                                                             ===========      ===========
       Diluted                                                              $        .26              .01
                                                                            ============      ===========

Weighted average common shares:
        Basic                                                                  7,912,000        7,950,000
                                                                             ===========      ===========
        Diluted                                                                8,259,000        7,950,000
                                                                             ===========      ===========

</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                             Statement of Operations
                          Three Months Ended March 31,
                                   (unaudited)


                                                                                 2005            2004
                                                                             -----------      -----------
<S>                                                                       <C>              <C>
Revenue:
       Oil and gas sales                                                    $    226,996          205,977
       Royalty Revenue                                                           293,380          159,993
       Operational reimbursements                                                  1,500            1,500
       Project and lease sales income                                          2,260,528                -
                                                                             -----------      -----------

                                                                               2,782,404          367,470
                                                                             -----------      -----------

Costs and expenses:
       Cost of operations                                                        238,345          140,341
       General and administrative expenses                                       111,341          101,448
       Exploration costs                                                          80,096           46,036
       Lease rentals                                                               6,013            5,193
       Depreciation, depletion and amortization                                   23,093           37,433
                                                                            ------------      -----------

                                                                                 458,888          330,451
                                                                            ------------      -----------

                  Income from operations                                       2,323,516           37,019
                                                                               ---------      -----------

Other income (expense):
       Interest expense                                                            (677)                -
       Other income                                                               21,550            8,058
                                                                            ------------      -----------

                  Net other income                                                20,873            8,058
                                                                            ------------      -----------

                  Income before provision
                   for income taxes                                            2,344,389           45,077
       Provision for income taxes                                                454,000                -
                                                                            ------------      -----------

                  Net Income                                                $  1,890,389           45,077
                                                                               =========      ===========


Earnings per share:
       Basic                                                                $        .24              .01
                                                                            ============      ===========
       Diluted                                                              $        .23              .01
                                                                            ============      ===========

Weighted average common shares:
       Basic                                                                   7,912,000        7,938,000
                                                                            ============      ===========
       Diluted                                                                 8,281,000        7,938,000
                                                                            ============      ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                             Statement of Cash Flows
                           Six Months Ended March 31,
                                   (unaudited)

                                                                                 2005             2004
                                                                             -----------      -----------
<S>                                                                       <C>              <C>
Cash flows from operating activities:
       Net income                                                           $  2,161,227          107,785
       Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
           Loss on assets sold, abandoned, and dry hold costs                    112,321                -
           Depreciation, depletion and amortization                               46,186           54,866
           Employee benefit plan expense                                          25,199           20,698
           Interest income                                                        (6,110)          (6,958)
           Deferred income taxes                                                 278,000                -
          Accretion expense                                                        2,374                -
           (Increase) decrease in:
               Accounts receivable                                                97,897           (7,003)
               Resale leases                                                  (1,488,057)        (130,568)
               Other assets                                                            -              230
           Increase (decrease) in:
               Accounts payable                                                  (57,716)         (83,954)
               Accrued expenses                                                      216            2,173
               Income taxes payable                                              176,000                -
               Advances on drilling costs                                       (556,573)               -
                                                                            ------------      -----------

                  Net cash provided by (used in)
                  operating activities                                           790,964           42,731
                                                                            ------------      -----------

Cash flows from investing activities:
       Acquisition of property and equipment                                    (277,411)         (25,423)
                                                                            ------------      -----------

                  Net cash used in investing activities                         (277,411)         (25,423)
                                                                            ------------      -----------

Cash flow from financing activities:
       Acquisition and retirement of Common Stock                                 (2,524)         (21,314)
                                                                            ------------      -----------

                          Net cash provided by(used in) financing activities      (2,524)         (21,314)
                                                                            ------------      -----------

                  Net increase (decrease) in cash                                511,029          (89,468)

Cash, beginning of year                                                          491,090          371,527
                                                                            ------------      -----------
Cash, end of second quarter                                                 $  1,002,119          282,059
                                                                            ============      ===========

</TABLE>


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

<PAGE>



                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Six Months Ended March 31, 2005
                                   (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
SB.  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 and six months  ended March 31, 2005
are not necessarily  indicative of the results that may be expected for the year
ending  September  30, 2005.  For further  information,  refer to the  financial
statements  and footnotes  thereto  included in the Company's Form 10KSB for the
year ended September 30, 2004.

     (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 March 31, 2005 and the results of operations  for
     the three and six months  ended  March 31, 2005 and 2004 and the cash flows
     for the six months ended March 31, 2005 and 2004. The results of operations
     for the three and six  months  ended  March  31,  2005 are not  necessarily
     indicative of the results to be expected for the entire year.

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

     (3) During the six months ended March 31, 2005,  the Company  generated net
     income sufficient to utilize all of the NOL carryforwards. In addition, the
     Company recorded a provision for income taxes of $454,000, which included a
     current liability of $176,000 and a deferred liability of $278,000.

NOTE 2 - MARKETABLE SECURITIES

During  the six  months  ended  March 31,  2005,  the  Company  sold  marketable
securities with no cost basis for approximately  $78,000.  The gain on this sale
is  included  in "other  income" in the  statement  of  operations.  The Company
continues to hold approximately 144,000 shares of these securities with a market
value at March 31, 2005 of $36,039.

NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended March 31, 2005,  the Company  recorded an unrealized
holding gain on marketable securities of $36,039.


<PAGE>



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

                         (Period Ending March 31, 2005)
                            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 second fiscal quarter  increased 657 percent from $367,470
in fiscal 2004 to $2,782,404 in fiscal 2005. For the six-month  period  revenues
increased 328 percent from $769,542 to $3,292,350.  The increase in revenues for
both the  three-month  period and the  six-month  period were due  primarily  to
substantial  lease  sales.  The Company  sold the  remainder  of its Uinta Basin
Overpressured  Gas prospect  and the first phase of its central  Utah play.  The
company  anticipates  receiving  substantially  higher  revenues  and profits in
fiscal  2005 and early  fiscal  2006 than is normal;  these are  expected  to be
unusual and  associated  with the central  Utah play and not to be expected on a
continuing basis.

Project and lease sales income for the six-month  period  increased from $18,750
for fiscal 2004 to $2,260,528  for 2005, all of the income in fiscal 2005 coming
in the second quarter. As mentioned above this income was from the sales of some
of our Utah properties.

Total oil and gas sales (including  royalty revenue)  increased from $365,970 to
$520,376 in the second quarter and from $747,792 to $1,028,822 for the six-month
period.  These  increases  were due  primarily to increased  oil and gas prices.
Average oil prices for the quarter increased from $30.47 bbl to $42.17 bbl while
gas prices  increased  from $5.06 MCF to $6.16 MCF.  For the  six-month  period,
average  oil  prices  increased  from  $28.48 bbl to $36.45 bbl while gas prices
increased from $4.58 to $6.03.

<PAGE>


Costs of  operations  increased  from  $140,341 to $238,345  for the quarter and
increased  from $322,247 to $381,325 for the six-month  period  primarily due to
higher payments to working interest partners due to higher product prices.

General and administrative  expenses increased from $101,448 to $111,341 for the
quarter and increased from $180,911 to $198,425 for the six-month period.

The Company's  net income for the second  quarter  (fiscal 2005) was  $1,890,389
compared to net income of $45,077 for the second fiscal  quarter  2004.  For the
six-month  period  (fiscal  2005) the  Company  posted net income of  $2,161,227
compared to a net income of $107,785 for fiscal 2004.

   Liquidity and Capital Resources

During the first six-months of fiscal 2005 cash provided by operating activities
was $790,964 and cash used in investing activities required $277,411.  Financing
activities used $2,524 in cash.

Cash used in  operating  activities  was  primarily  for the  purchase of resale
leases of $1,488,057.  Cash used in investing  activities increased from $25,423
(fiscal 2004) to $277,411 (fiscal 2005).

         ITEM 3. CONTROLS AND PROCEDURE

Within the 90 days prior to this report, we carried out an evaluation, under the
supervision and with the  participation  of management,  including our principal
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that evaluation,  the principal  executive and principal  financial officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  relating to the Company  required to be
included in our periodic SEC filings.  There have been no significant changes in
internal controls or in other factors that could  significantly  affect internal
controls subsequent to the date of our most recent evaluation.

<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

          The Company has filed forms SC 13E3 and Pre 14A for the  intention  of
          going private in order to reduce  compliance costs associated with new
          public company rules.  The SEC is currently  reviewing  these filings.
          The Company  intends to submit some of these  matters to a vote of the
          security holders as outlined in these filings.

Item 5 - Other Information

         None.

Item 6 - Exhibits and Reports on Form 8-K

Exhibit No.                     Description

      31      Certification  of the Chief Executive  Officer and Chief Financial
          Officer  pursuant to Rule 13a-14 of the Securities and Exchange Act of
          1934,  as  amended,   as  adopted  pursuant  to  Section  302  of  the
          Sarbanes-Oxley Act of 2002.

      32      Certification  of the Chief Executive  Officer and Chief Financial
          Officer  pursuant  to 18 U.S.C.  Section  1350 as adopted  pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

                REPORTS ON FORM 8-K

     (b) The  registrant  filed an 8K on February 8, 2005  regarding its central
     Utah project and the results of its Yankee well;  and an 8K on February 23,
     2005  regarding  the sale of a portion of the central  Utah project and the
     remainder  of its  Uinta  Basin  Overpressured  Gas  Prospect.  No other 8K
     filings were made during the quarter  ending March 31, 2005.  However,  the
     registrant  also  filed  an  important  8K on May  5,  2005  regarding  the
     registrant   seeking  to  go  private  by  purchasing   the  stock  of  all
     shareholders  with  less  than  2000  shares.  Details  can be found in the
     registrant's SC 13E3 and Pre 14A filings.

          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:   May 13, 2005                       /s/ Don J. Colton
                                          -------------------------------
                                          President and Chief Executive Officer

<PAGE>


Exhibit 31

                      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.


 DATE: May 13, 2005


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

<PAGE>




Exhibit 32

                            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  March  31,  2005 (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
May 13, 2005