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, 2000

                                       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 84095-4551



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, 2000, was 8,135,018.





<PAGE>



















                          Part I. FINANCIAL INFORMATION

           Item 1. Financial Statements for Third Fiscal Quarter 2000
                           Period Ending JUNE 30, 2000


























<PAGE>
<TABLE>
<CAPTION>



               Financial Statements for Third Fiscal Quarter 2000
                           Period Ending June 30, 2000

                               PIONEER OIL AND GAS
                                  Balance Sheet


                                                                                 June 30,         Sept. 30,
As of                                                                               2000              1999
----------------------------------------------------------------------------------------------------------
                                                                                (Unaudited)
       Assets

Current assets:
<S>                                                                      <C>                  <C>

       Cash                                                              $       165,340      $   343,919
       Accounts receivable                                                       129,963          105,798
       Resale leases, at lower of cost or market                                 288,038           17,333
                                                                             -----------      -----------

                  Total current assets                                           583,341          467,050

Property and equipment - net (successful efforts method)                         653,923          586,005
Other assets                                                                       3,230            3,000
                                                                                               ----------

                                                                            $  1,240,494     $  1,056,055
                                                                            ------------     ------------
------------------------------------------------------------------------------------------------------------------------------------

       Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
       Cash overdraft                                                     $            -     $          -
       Accounts payable                                                           95,358          109,099
       Accrued expenses                                                           21,862           22,426
       Note payable to Bank                                                      310,277                -
                                                                             -----------       ----------

                  Total current liabilities                                      427,497          131,525
                                                                             -----------       ----------

Commitments and contingencies                                                          -                -

Stockholders' equity (deficit):
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 8,135,018 shares and 5,644,792
         shares issued and outstanding, respectively                               8,134            8,134
       Additional paid-in capital                                              2,521,069        2,521,069
       Stock subscription receivable                                           (293,460)        (293,460)
       Accumulated deficit                                                   (1,311,213)      (1,311,213)
       Year to date income (loss)                                              (111,534)                -

                  Total stockholder's equity (deficit)                           812,997          924,530
                                                                             -----------          -------

                                                                           $   1,240,494     $  1,056,055
                                                                           -------------     ------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                               Statement of Income

                       Third Quarter Ending June 30, 2000
                                   (unaudited)


                                                                                    2000             1999
                                                                                    ----             ----
Revenue:
<S>                                                                             <C>           <C>

       Oil and gas sales                                                        $255,431      $   117,197
       Royalty Revenue                                                            34,867           10,982
       Operational reimbursements                                                  2,200             3023
       Project and lease sales income                                                  -                -
                                                                                --------       ----------

                                                                                 292,498          131,202

Costs and expenses:
       Cost of operations                                                        124,399           81,733
       General and administrative expenses                                       132,641           89,954
       Exploration costs                                                          50,075           37,173
       Lease rentals                                                               3,845               99
       Depreciation, depletion and amortization                                   31,590           37,868
                                                                              ----------           ------

                                                                                 342,550          246,827
                                                                                --------          -------

       Profit (Loss) from operations                                            (50,052)        (115,625)
                                                                               ---------        ---------

Other income (expense):
         Gain (loss) on assets sold or abandoned                                       -          161,340
       Gain on marketable securities                                                   -                -
       Interest expense                                                          (1,791)         (31,443)
       Other (expense) income                                                          -               11
                                                                               ---------        ---------

                  Income (loss before provision
                  for income taxes)                                             (51,843)           14,283
                                                                              ----------           ------

       Provision for income taxes                                                      -                -
                                                                              ----------            -----


                  Net income (loss)                                       $     (51,843)      $    14,283
                                                                          --------------      -----------

Earnings per share - basic and diluted                                   $           .01    $         .00
                                                                         ---------------    -------------


</TABLE>



<PAGE>
<TABLE>
<CAPTION>




                               PIONEER OIL AND GAS
                               Statement of Income

                         For Nine-Months Ending June 30,
                                   (unaudited)


                                                                                    2000             1999
                                                                                    ----             ----
Revenue:
<S>                                                                            <C>             <C>

       Oil and gas sales                                                       $ 667,079       $  375,971
       Royalty Revenue                                                            79,628           64,112
       Operational reimbursements                                                  4,445            9,149
       Project and lease sales income                                                  -            3,270
                                                                                --------            -----

                                                                                 751,152          452,502

Costs and expenses:
       Cost of operations                                                        266,905          232,588
       General and administrative expenses                                       353,924          235,346
       Exploration costs                                                         142,009          142,810
       Lease rentals                                                               5,670            2,007
       Depreciation, depletion and amortization                                   94,770          113,604
                                                                               ---------          -------

                                                                                 863,278          726,355
                                                                                 -------          -------

                  Loss from operations                                         (112,126)        (273,853)
                                                                              ----------        ---------

Other income (expense):
         Gain (loss) on assets sold or abandoned                                      52          217,197
       Gain on marketable securities                                                   -                -
       Interest expense                                                          (3,660)         (97,378)
       Other (expense) income                                                      4,201              467
                                                                               ---------     ------------

                  Income (loss before provision
                  for income taxes)                                            (111,533)        (153,567)
                                                                             -----------        ---------

                  Provision for income taxes                                           -                -
                                                                         ---------------            -----

                  Net income (loss)                                         $  (111,533)     $  (153,567)
                                                                            ------------     ------------


Earnings per share - basic and diluted                                      $      (.01)     $      (.02)

                                                                           --------------------------------
</TABLE>




<PAGE>
<TABLE>
<CAPTION>




                               PIONEER OIL AND GAS
                             Statement of Cash Flows
                      First The Nine-Months Ending June 30,
                                   (unaudited)
                                                                                    2000             1999
                                                                                    ----             ----
Cash flows from operating activities:
<S>                                                                         <C>              <C>

       Net income                                                            $  111,533)      $  153,567)
       Adjustments to reconcile net income to net cash
         (used in) provided by operating activities:
           Gain on assets sold or abandoned                                            -
           Depreciation, depletion and amortization                               94,770          113,604
           Gain on forgiveness of debt                                                 -                -
           Realized loss on marketable securities                                      -                -
           Stock issued to employee stock ownership plan                               -                -
           (increase) decrease in:
               Accounts receivable                                              (24,165)               16
               Resale leases                                                   (270,705)          (3,558)
               Property and Equipment                                          (162,688)           60,391
               Other assets                                                        (230)            (200)
           Increase (decrease) in:
               Outstanding checks in excess of bank balance                            -         (78,854)
               Accounts payable                                                 (13,741)         (76,513)
               Accrued expenses                                                    (563)        (255,045)
                                                                                --------        ---------

                  Net cash (used in) provided by
                  operating activities                                         (488,855)        (393,726)
                                                                               ---------        ---------

Cash flows from investing activities:
       Proceeds from sale of property                                                  -                -
       Acquisition of property and equipment                                           -                -
                                                                                 -------          -------

                  Net cash provided by investing activities                            -                -
                                                                                   -----            -----

Cash flow from financing activities:
       Proceeds from note payable                                                310,277           98,279
       Payments on note payable                                                        -                -
       Proceeds from issuance of common stock                                          -          403,776
       Collection of stock subscription receivable                                     -                -
       Stock subscription receivable                                                   -        (300,000)
                                                                                   -----        ---------

                  Net cash (used in) provided by
                  financing activities                                           310,277          202,055
                                                                                 -------          -------

                  Net increase (decrease) in cash                              (178,579)        (191,671)

Cash, beginning of period                                                   $    343,919       $  255,148
                                                                            ------------       ----------
Cash, end of period                                                          $   165,340       $   63,477
                                                                             -----------       ----------

</TABLE>
<PAGE>




                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  First Fiscal Quarter Ending December 31, 1999
                                   (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, 2000 are not necessarily indicative of the results that may be expected
for the year ending  September 30, 2000. For further  information,  refer to the
financial  statements and footnotes thereto included in the Company's Form 10-SB
for the year ended September 30, 1999.

(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, 2000 and the  results of  operations  and cash flows for
the three-month and nine-month periods ended June 30, 2000 and 1999. The results
of operations for the three-month and nine-month periods ended June 30, 2000 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.


<PAGE>



















 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS
                         (Period Ending June 30, 2000)
                            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 10SB.  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  increased 123 percent from
$131,202 in fiscal 1999 to $292,498 in fiscal 2000.  For the  nine-month  period
revenues increased 66 percent from $452,502 to $751,152. The increase in revenue
was due primarily to an increase in oil and gas sales
         Total oil and gas sales (including royalty revenue) increased from
$128,179 to $290,298 in the third  quarter and from $440,083 to $746,707 for the
nine-month  period.  This  increase  was largely due to higher  product  prices.
Average oil prices for the quarter increased from $15.14 bbl to $25.71 bbl while
gas prices  increased  from $1.58 MCF to $2.07 MCF. For the  nine-month  period,
average  oil  prices  increased  from  $11.59 bbl to $24.12 bbl while gas prices
increased  from  $1.59  to  $1.95.  Gas  production  for the  nine-month  period
increased  by 48 percent as more wells were  brought on line from our Mamm Creek
and Pilot properties.  For the quarter gas increased 93 percent primarily due to
the  restoration of our Pilot  property.  Oil production  was  essentially  flat
showing only a one percent  increase for the quarter and 14 percent  decline for
the  nine-month  period due to natural  production  declines and downtime due to
operational problems on our Climax 7-2 and Willow Creek properties.

<PAGE>

         Project  and lease  sales  income for the  quarter  was zero as was the
corresponding  fiscal 1999  quarter.  No projects or leases were sold during the
third  quarter or  nine-month  period of fiscal  2000.  The company is currently
developing  several  projects  some of which  should sell during the last fiscal
quarter.
         Costs of operations  increased from $81,733 to $124,399 for the quarter
due to major  non-recurring  repairs on our Climax 7-2 and Tribal A  properties.
For the nine-month period operations expenses increased 15 percent from $232,588
to $266,905.
         General and administrative  expenses increased from $89,954 to $132,641
for the quarter and from $235,346 to $353,924 for the nine-month  period.  These
increases were due to salary  increases for  employees,  costs  associated  with
becoming fully reporting and larger payments to working interest partners due to
higher product prices.
     The  Company's  net loss for the third  quarter  (fiscal  2000) was $51,843
compared to a net income of $14,283 for the third fiscal quarter 1999.  However,
the third  fiscal  quarter  1999 loss from  operations  was $115,625 and the net
income was due to the sale of  properties.  For the  nine-month  period  (fiscal
2000) the Company  posted a loss of $111,533  compared to a loss of $153,567 for
fiscal 1999.

Liquidity and Capital Resources

         During the nine-months of fiscal 2000 cash used in operating activities
was $488,855 while investing  activities provided no cash.  Financing activities
provided  $310,277 from the Company's  bank line of credit.  A major use of cash
was  $270,705  for the  purchase  of resale  leases to  increase  the  Company's
inventory of acreage for future development and sale.


























<PAGE>

                           PART II. OTHER INFORMATION


Item 1 - Legal Proceedings

         None.

Item 2 - Changes in Securities

         None.

Item 3 - Defaults Upon Senior Securities

         None.

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


     (a) On June 28, 2000, the Company held its Annual Meeting of Stockholders.

     (b) At the meeting Don J. Colton, Gregg B. Colton and John O. Anderson were
elected  as the  members of the Board of  Directors  for the  Company  until the
Company's next annual meeting of the shareholders.

     (c)    Stockholders voted on the following matters:

            (i)  The election of the following directors of the Company:

                 DIRECTOR:                FOR                        AGAINST

                 Don J. Colton          5,457,556                     51,535
                 Gregg B. Colton        5,457,556                     51,535
                 John O. Anderson       5,457,556                     51,535

     (ii) The ratification of the appointment of Tanner + Co. as auditor for the
Company for the current year.

                               For the appointment
                               of Tanner + Company                   Against

Number of Shares                    5,457,556                         51,535


 .

Item 5 - Other Information

         None.

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, 2000.


                                                              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:   Aug. 9, 2000                      /s/ Don J. Colton
                                           -----------------------------------
                                          President and Chief Executive Officer