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, 2001

                                       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 March 31, 2001, was 8,099,518.





<PAGE>



















                          Part I. FINANCIAL INFORMATION

           Item 1. Financial Statements for Second Fiscal Quarter 2001
                          Period Ending March 31, 2001












<PAGE>
<TABLE>
<CAPTION>



               Financial Statements for Second Fiscal Quarter 2001
                          Period Ending March 31, 2001

                               PIONEER OIL AND GAS
                                  Balance Sheet

As of_____________________________________________________________________ March 31, 2001
                                                                              (Unaudited)

       Assets

Current assets:
<S>                                                                       <C>
       Cash                                                               $       98,399
       Accounts receivable                                                       142,630
       Resale leases, at lower of cost or market                                 334,921
                                                                             -----------

                  Total current assets                                           575,950

Property and equipment - net (successful efforts method)                         689,862
Other assets                                                                      14,049

                                                                            $  1,279,861
----------------------------------------------------------------------------------------

       Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
       Accounts payable                                                   $       99,704
       Accrued expenses                                                           22,402
       Note payable                                                              100,000
                                                                             -----------

                  Total current liabilities                                      222,106
                                                                             -----------

Commitments and contingencies                                                          -

Stockholders' equity (deficit):
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 8,099,518 shares outstanding                           8,134
       Additional paid-in capital                                              2,521,069
       Stock subscription receivable                                            (275,426)
       Accumulated deficit                                                    (1,302,163)
       Year to date income (loss)                                                111,649
                                                                            ------------
                                                                             (1,063,263)
       Treasury stock 35,500 shares at cost                                      (5,508)
                                                                           -------------

                  Total stockholder's equity (deficit)                         1,057,755
                                                                           -------------

                                                                           $   1,279,861

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                               PIONEER OIL AND GAS
                               Statement of Income

                   Three Months Ended March 31, 2001 and 2000
                                   (unaudited)


                                                                                    2001             2000
                                                                                    ----             ----
Revenue:
<S>                                                                           <C>             <C>
       Oil and gas sales                                                      $  288,489      $   206,774
       Royalty Revenue                                                            73,696           33,270
       Operational reimbursements                                                  2,290            1,745
       Project and lease sales income                                                  -                -
                                                                                --------        ---------


                                                                                 364,475          241,789

Costs and expenses:
       Cost of operations                                                        126,470           47,075
       General and administrative expenses                                       147,037          111,296
       Exploration costs                                                          49,996           46,129
       Lease rentals                                                               2,166                -
       Depreciation, depletion and amortization                                   30,161           31,590
                                                                              ----------           ------

                                                                                 355,830          236,090
                                                                                --------          -------

                  Gain (loss) from operations                                      8,645            5,699
                                                                                  ------            -----

Other income (expense):
       Gain (loss) on assets sold or abandoned                                       -                 52
       Gain on marketable securities                                                   -                -
       Interest expense                                                                -           (2,218)
       Other (expense) income                                                      9,033            1,916
                                                                               ---------      -----------

                  Income (loss before provision
                  for income taxes)                                               17,678            5,449
                                                                                --------            -----

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


                  Net income (loss)                                         $     17,678      $     5,449
                                                                            ------------       ----------

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

Weighted average common shares - basic and diluted                             8,124,000        8,135,000
                                                                               ---------        ---------

</TABLE>


<PAGE>
<TABLE>
<CAPTION>




                               PIONEER OIL AND GAS
                               Statement of Income

                  For Six Months Ended March 31, 2001 and 2000
                                   (unaudited)


                                                                                    2001             2000
                                                                                    ----             ----
Revenue:
<S>                                                                           <C>             <C>

       Oil and gas sales                                                      $  527,250      $   383,443
       Royalty Revenue                                                           121,962           72,966
       Operational reimbursements                                                  4,290            2,245
       Project and lease sales income                                            131,729                -
                                                                                 -------         --------

                                                                                 785,231          458,654

Costs and expenses:
       Cost of operations                                                        262,849          142,506
       General and administrative expenses                                       252,154          221,478
       Exploration costs                                                         100,991           92,757
       Lease rentals                                                               7,161            1,825
       Depreciation, depletion and amortization                                   60,294           63,180
                                                                               ---------           ------

                                                                                 683,449          521,746
                                                                                --------          -------

                  Loss from operations                                           101,782          (63,092)
                                                                                --------         --------

Other income (expense):
         Gain (loss) on assets sold or abandoned                                       -               52
       Gain on marketable securities                                                   -                -
       Interest expense                                                                -           (2,223)
       Other (expense) income                                                      9,867            4,555
                                                                               ---------         --------

                  Income (loss before provision
                  for income taxes)                                              111,649          (60,708)
                                                                               ---------         --------

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

                  Net income (loss)                                           $  111,649      $   (60,708)
                                                                              ----------         --------


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

Weighted average common shares - basic and diluted                             8,124,000        8,135,000
                                                                               ---------        ---------

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                             Statement of Cash Flows
               First The Six Months Ended March 31, 2001 and 2000
                                  (unaudited)
                                                                                    2001             2000
                                                                                    ----             ----
Cash flows from operating activities:
<S>                                                                       <C>                <C>

       Net income                                                         $      111,649     $    (59,690)
       Adjustments to reconcile net income to net cash
         (used in) provided by operating activities:
           Gain on assets sold or abandoned                                            -                -
           Depreciation, depletion and amortization                               54,383           63,180
           Gain on forgiveness of debt                                                 -                -
           Realized loss on marketable securities                                      -                -
           Employee benefit plan expense                                           5,570                -
           (Increase) decrease in:
               Accounts receivable                                               (12,232)          10,930
               Resale leases                                                    (237,996)        (144,623)
               Property and Equipment                                                  -         (157,136)
               Other assets                                                            -             (230)
           Increase (decrease) in:
               Outstanding checks in excess of bank balance                            -               -
               Accounts payable                                                  (26,057)         (55,798)
               Accrued expenses                                                      849             (510)
                                                                               ---------       ----------

                  Net cash (used in) provided by
                  operating activities                                          (103,834)        (343,877)
                                                                               ---------        ---------

Cash flows from investing activities:
       Proceeds from sale of property                                                  -                -
       Acquisition of property and equipment                                    (126,890)               -
                                                                               ---------          -------

                  Net cash provided by investing activities                     (126,890)                -
                                                                               ---------            -----

Cash flow from financing activities:
       Proceeds from note payable                                                100,000          130,000
       Purchase of treasury stock                                                 (5,508)               -
       Proceeds from issuance of common stock                                          -                -
       Collection of stock subscription receivable                                     -                -
       Stock subscription receivable                                                   -                -
                                                                                   -----          -------

                  Net cash provided by (used in)
                  financing activities                                            94,492          130,000
                                                                                  ------          -------

                  Net increase (decrease) in cash                               (136,232)        (213,877)

Cash, beginning of period                                                   $    234,631     $    343,919
                                                                            ------------       ----------
Cash, end of period                                                         $     98,399     $    130,042
                                                                              ----------      -----------

</TABLE>



                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   Second Fiscal Quarter Ending March 31, 2001
                                   (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 six-month  periods ending
March  31,  2001  are not  necessarily  indicative  of the  results  that may be
expected for the year ending September 30, 2001. 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, 2000.

     (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, 2001 and the results of  operations  and cash flows for
the three-month and six-month periods ended March 31, 2001 and 2000. The results
of operations for the three-month and six-month periods ended March 31, 2001 are
not necessarily indicative of the result to be expected for the entire year.

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

     (3)  During the six months  ended  March 31,  2001,  the  company  recorded
interest income (on the stock  subscription  receivable) of $8,430,  reduced the
stock  subscription  receivable by $5,570 and recorded an employee  benefit plan
contribution of $14,000.



<PAGE>



Item 2 MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
OF OPERATIONS
                         (Period Ending March 31, 2001)
                            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 51 percent from $241,789
in fiscal 2000 to $364,475 in fiscal 2001.  For the  six-month  period  revenues
increased 71 percent from $458,654 to $785,231.  The increase in revenue for the
six-month period was due to an increase in oil and gas sales and royalty revenue
of 42 percent and the realization of $131,729 in project and lease sales income.

Total oil and gas sales (including  royalty revenue)  increased from $240,044 to
$362,185 in the second  quarter and from  $456,409 to $649,212 for the six-month
period. These increases were due primarily to higher natural gas prices. Average
oil prices for the  quarter  decreased  slightly  from  $24.71 bbl to $24.21 bbl
while gas prices soared from $1.97 MCF to $7.50 MCF. For the  six-month  period,
average  oil  prices  increased  from  $23.14 bbl to $25.63 bbl while gas prices
increased from $1.89 to $5.74. Gas production for the six-month period decreased
by 30 percent due  primarily  to the fact that during the  first-half  of fiscal
2000 we received  production  payments from the  Company's  Hunter Mesa interest
Unit for the prior year that had been held in  suspense.  Also the Company had a
significant  amount of downtime on its Pilot A property due to a major workover.
Oil  production  declined  17 percent  for the  quarter  and 11 percent  for the
six-month  period  due  to  natural  production  declines  and  downtime  due to
operational problems on our Climax 7-2 property.

<PAGE>


Project and lease sales income for the six-month  period  increased from zero to
$131,729.  No projects  or leases were sold during the second  quarter of either
fiscal  2001 or fiscal  2000.  The  company is  continuing  to  develop  several
projects but none of them were sold during the quarter.

Costs of  operations  increased  from  $47,075 to  $126,470  for the quarter and
$142,506 to $262,849 for the six-month  period primarily due to a major workover
on the Pilot A property and a workover on the Climax 7-2 property.

General and administrative  expenses increased from $111,296 to $147,037 for the
quarter and from $221,478 to $252,154 for the six-month period.  These increases
were due almost entirely to larger payments to working interest  partners due to
higher product prices.

The  Company's  net income  for the second  quarter  (fiscal  2001) was  $17,678
compared to $5,449 for the second fiscal quarter 2000. For the six-month  period
(fiscal  2001) the Company  posted net income of $111,649  compared to a loss of
$60,708 for fiscal 2000.

Liquidity and Capital Resources

During the six-months of fiscal 2001 cash used in  operating  activities  was
$103,834 and investing  activities  required $126,890.  The latter amount was to
fund  the  Company's  interest  in a  3-D  seismic  shoot  in  Texas.  Financing
activities provided $94,492 in cash.

          A major use of cash was $237,996 for the purchase of resale leases to
increase the Company's inventory of acreage for future development and sale.
Cash used in operating activities declined from $343,877 (fiscal 2000) to
$103,834 (fiscal 2001).


<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

         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 March 31, 2001.


                                                              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 8, 2001                  /s/ Don J. Colton
                              -----------------------------------
                              President and Chief Executive Officer