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 December 31, 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 February 11, 2005, was 7,911,727.





<PAGE>


                          Part I. FINANCIAL INFORMATION

    Item 1. Financial Statements for First Fiscal Quarter 2005 Period Ending
                               December 31, 2004.









<PAGE>
<TABLE>
<CAPTION>






                               PIONEER OIL AND GAS
                                  Balance Sheet
                                December 31, 2004
                                   (unaudited)
<S>                                                                     <C>
       Assets
Current assets:
       Cash                                                               $      532,403
       Marketable securities available for sale                                   31,714
       Accounts receivable                                                       255,607
       Resale leases, at lower of cost or market                               1,412,604
                                                                          --------------

                  Total current assets                                         2,232,328

Property and equipment - net (successful efforts method)                         582,595
Other assets                                                                       2,230
                                                                          --------------

                                                                          $    2,817,153
-----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity

Current liabilities:
       Accounts payable                                                  $       174,135
       Accrued expenses                                                           28,553
         Line of credit                                                          200,000
       Deposits                                                                  100,000
       Advances on drilling costs                                                319,915
                                                                          --------------

                  Total current liabilities                                      822,603
                                                                          --------------

       Asset Retirement Obligation                                               159,537
                                                                          --------------

Commitments and contingencies                                                          -

Stockholders' equity:
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 7,911,727 shares issued and
         outstanding                                                               7,911
       Additional paid-in capital                                              2,472,383
       Stock subscription receivable                                           (203,659)
       Unrealized holding gain                                                    31,714
       Accumulated deficit                                                     (473,336)
                                                                               ---------

                  Total stockholder's equity                                   1,835,013
                                                                           -------------

                                                                          $    2,817,153


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

</TABLE>
<PAGE>

<TABLE>
<CAPTION>




                                                          PIONEER OIL AND GAS
                                                        Statement of Operations

                    First Fiscal Quarter Ending December 31,
                                   (unaudited)


                                                                                    2004             2003
                                                                              ----------       ----------
<S>                                                                         <C>              <C>
Revenue:
       Oil and gas sales                                                      $  303,083       $  201,041
       Royalty Revenue                                                           205,363          180,781
       Operational reimbursements                                                  1,500            1,202
       Project and lease sales income                                                  -           18,750
                                                                              ----------       ----------

                                                                                 509,946          401,774
                                                                              ----------       ----------


Costs and expenses:
       Cost of operations                                                        142,980          181,906
       General and administrative expenses                                        87,084           79,830
       Exploration costs                                                          57,232           44,876
       Lease rentals                                                              12,417           28,767
       Depreciation, depletion and amortization                                   23,093           17,433
                                                                              ----------       ----------

                                                                                 322,806          352,812
                                                                              ----------       ----------

                  Income from operations                                         187,140           48,962
                                                                              ----------       ----------

Other income (expense):
       Interest expense                                                            (590)                -
       Other income                                                               84,288           13,746
                                                                              ----------       ----------

                  Net other income                                                83,698           13,746
                                                                              ----------       ----------

                  Income before provision
                  for income taxes                                               270,838           62,708
       Provision for income taxes                                                      -                -
                                                                              ----------       ----------

                  Net Income                                                  $  270,838       $   62,708
                                                                              ----------       ----------


Earnings per share - basic and diluted                                        $      .03       $      .01
                                                                              ----------       ----------

Weighted average common shares - basic and diluted                             7,912,000        7,961,000


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



</TABLE>
<PAGE>

<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                             Statement of Cash Flows
                    First Fiscal Quarter Ending December 31,
                                   (unaudited)
                                                                                    2004             2003
                                                                              ----------       ----------
<S>                                                                         <C>              <C>
Cash flows from operating activities:
       Net income                                                             $  270,838       $   62,708
       Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
           Depreciation, depletion and amortization                               23,093           17,433
           Accretion expense                                                       1,187                -
                      (Increase) decrease in:
               Accounts receivable                                                45,843           74,996
               Resale leases                                                    (360,312)         (21,607)
               Other assets                                                            -              (73)
           Increase (decrease) in:
               Accounts payable                                                   65,927          (15,892)
               Accrued expenses                                                      (12)            (132)
               Deposits                                                          100,000                -
               Advances on drilling costs                                       (236,658)               -
                                                                              ----------       ----------

                  Net cash provided by (used in)
                  operating activities                                           (90,094)         117,433
                                                                              ----------       ----------

Cash flows from investing activities:
       Proceeds from sale of property                                                  -                -
       Acquisition of property and equipment                                     (67,719)          (7,374)
                                                                              ----------       ----------

                  Net cash used in investing activities                          (67,719)          (7,374)
                                                                              ----------       ----------

Cash flow from financing activities:
       Increase in Credit Line                                                   200,000                -
       Acquisition and retirement of Common Stock                                   (874)             (74)
                                                                              ----------       ----------

                  Net cash provided by (used in)
                        financing activities                                     199,126              (74)
                                                                              ----------       ----------

                  Net increase in cash                                            41,313          109,985

Cash, beginning of quarter                                                       491,090          371,527
                                                                              ----------       ----------
Cash, end of quarter                                                          $  532,403       $  481,512
                                                                             -----------       ----------



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

</TABLE>
<PAGE>



                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    First Fiscal Quarter Ending December 31,
                                   (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 period ended December 31, 2004
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 December  31, 2004 and the results of  operations  and cash flows
for the three month  period  ended  December  31, 2004 and 2003.  The results of
operations  for the three  months ended  December  31, 2004 are not  necessarily
indicative of the result 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.

NOTE 2 - DEPOSITS

On December  23,  2004,  the Company  entered  into an option  agreement to sell
certain resale leases.  The option agreement required the potential buyer to pay
a down payment  during the option  period.  This amount is show in the financial
statements as a deposit.

On January 28, 2005,  the Company  entered  into a definitive  purchase and sale
agreement for these leases.

NOTE 3 - MARKETABLE SECURITIES

During the  quarter  ended  December  31,  2004,  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 December 31, 2004 of $31,714.

NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION

During the quarter ended December 31, 2004,  the Company  recorded an unrealized
holding gain on marketable securities of $31,714.

<PAGE>

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

                        (Period Ending December 31, 2003)
                            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 first fiscal quarter increased 27 percent from $401,774 in
fiscal  2004 to  $509,946  in fiscal  2005.  The  increase  in  revenue  was due
primarily to an increase in oil and gas sales,  and royalty revenue of $126,624.
No project and lease sales income  occurred in the first fiscal  quarter of 2005
as opposed to $18,750 in income for fiscal 2004.

Total oil and gas sales  (including  royalty  revenue)  increased  from $381,822
(2004) to $508,446 (2005) in the first quarter.  This increase was primarily due
to higher product prices.  Average oil prices for the quarter increased over the
first  quarter  of fiscal  2004 from  $26.98  bbl to $32.95 bbl while gas prices
increased from $4.20 MCF to $5.86 MCF. For the quarter oil production  increased
38 percent  due to more oil  production  on our  Hunter  Mesa  property  and gas
production was essentially unchanged.

Project and lease sales income for the quarter decreased from $18,750 to $0. The
Company  expects  substantial  project and lease income from the partial sale of
our central Utah overthrust play next quarter.

<PAGE>


Costs of operations  decreased from $181,906  (2004) to $142,906  (2005) for the
quarter due to less repair costs associated with the producing properties.

General and administrative expenses increased from $79,830 to $87,084.

The Company's net income for the first quarter increased from $62,708 for fiscal
2004 to $270,838 for fiscal 2005 an increase of $208,130. Earnings per share for
the first  quarter of fiscal 2005 were $.03.  This  compares to earnings of $.01
for the same period last year.

Liquidity and Capital Resources

During the first  quarter of fiscal 2004 net cash used in  operating  activities
was  $90,094  while  investing   activities  used  $67,719  in  cash.  Financing
activities  provided  $199,126 from utilization of the Company's line of credit.
One of the larger uses of cash was $360,312 for the purchase of resale leases to
increase the  Company's  inventory of acreage for future  development  and sale.
Cash at the end of the  quarter  increased  from  $481,512  (Dec.  31,  2003) to
$532,403 (Dec. 31, 2004).

ITEM 3 CONTROLS AND PROCEDURES

As of the end of the period  covered by this  report,  the Company  conducted an
evaluation,  under  the  supervision  and with the  participation  of its  chief
executive  officer/chief  financial officer of the Company's disclosure controls
and  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act).  Based upon this evaluation,  the Company's chief executive  officer/chief
financial  officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in the reports  that it files or submits  under the  Exchange Act is
recorded, processed,  summarized and reported, within the time periods specified
in the  Commission's  rules and  forms.  There  was no  change in the  Company's
internal  controls or in other factors that could affect these  controls  during
the Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

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.

<PAGE>

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The Company  during the quarter  ending  December  31, 2004,  repurchased  1,017
common shares from shareholders desiring to sell directly to the Company.

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 and Reports on Form 8-K

         The following Exhibits are filed herewith:

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

During the quarter ending December 31, 2004, the Company filed one form 8K which
incorporated  the press release of December 12, 2004. The press release  updated
the  shareholders  on  several  projects  the  Company  was  working  on  and in
particular the Yankee Mine Well, the Overpressured Prospect and the Central Utah
acreage near the Wolverine discovery.

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:   February 11, 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-15(e)  and  15d-15(e) for the
small business issuer and have:

     a) designed such disclosure controls or caused such disclosure controls and
     procedures to be designed  under our  supervision,  to ensure that material
     information  relating to the small  business  issuer is made known to us by
     others  particularly  during the period in which this  quarterly  report is
     being prepared;

     b) evaluated the effectiveness of the small business issuer's and presented
     in this report our conclusions  about the  effectiveness  of the disclosure
     controls and procedures, as of the end of the period covered by this report
     based on such evaluation; and

     c)  disclosed  in this  report  any change in the small  business  issuer's
     internal  control over financial  reporting that occurred  during the small
     business  issuer's most recent fiscal quarter (the small business  issuer's
     fourth fiscal  quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting;

5. The small business issuer's other certifying officer(s) and I have disclosed,
based most recent evaluation,  of internal control over financial reporting,  to
the  small  business  issuer's  auditors  and the audit  committee  of the small
business  issuer's  board of directors  (or persons  performing  the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which are reasonably likely to adversely affect the small business
     issuer's  ability  to  record,  process,  summarize  and  report  financial
     information; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have a  significant  role in the  small  business  issuer's
     internal controls over financial reporting.

6. I have  indicated  in  this  quarterly  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 our most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.



DATE: February 11, 2005.

                                  /s/ Don J. Colton
                              -----------------------
                              Don J. Colton, Chief Executive Officer
                              Chief Financial Officer




<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  December  31, 2003 (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 and Chief Financial Officer
February 11, 2005