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, 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 June 30, 2005, was 7,827,297.


<PAGE>









                          PART I. FINANCIAL INFORMATION

           ITEM 1. FINANCIAL STATEMENTS FOR THIRD FISCAL QUARTER 2005
                           PERIOD ENDING JUNE 30, 2005















<PAGE>

<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                                  Balance Sheet
                                  June 30, 2005
                                   (unaudited)

       Assets
<S>                                                                      <C>
Current assets:
       Cash                                                                $   4,077,834
       Marketable securities, available for sale                                  31,714
       Accounts receivable                                                       212,532
       Resale leases, at lower of cost or market                               2,755,139
                                                                             -----------

                  Total current assets                                         7,077,219

Property and equipment - net (successful efforts method)                         580,049
Other assets                                                                       2,230
                                                                             -----------

                                                                           $   7,659,498
                                                                             ===========



       Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
       Accounts payable                                                    $   1,198,531
       Accrued expenses                                                           28,566
       Income tax payable                                                        860,000
                                                                                --------

                  Total current liabilities                                    2,087,097
                                                                             -----------

Deferred income tax                                                              334,000
Asset retirement obligation                                                      161,911
                                                                             -----------

                  Total Liabilties                                             2,583,008
                                                                             -----------

Commitments and contingencies

Stockholders' equity:
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 7,827,297 shares issued
           and outstanding                                                         7,827
       Additional paid-in capital                                              2,347,679
       Stock subscription receivable                                            (184,571)
       Unrealized holding gain                                                    31,714
       Retained earnings                                                       2,873,841
                                                                               ---------

                  Total stockholder's equity                                   5,076,490
                                                                             -----------

                                                                           $   7,659,498
                                                                             ===========

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                             Statement of Operations
                           Three Months Ended June 30,
                                   (unaudited)


                                                                                 2005              2004
                                                                             -----------      -----------
<S>                                                                      <C>              <C>
Revenue:
       Oil and gas sales                                                   $     335,211    $     248,117
       Royalty revenue                                                           192,746          195,136
       Operational reimbursements                                                  1,500            1,500
       Project and lease sales income, net                                     2,211,651           18,750
                                                                             -----------      -----------

                                                                               2,741,108          463,503
                                                                             -----------      -----------

Costs and expenses:
       Cost of operations                                                        187,778          137,727
       General and administrative expenses                                        94,929           73,204
       Exploration costs                                                          44,902           66,248
       Lease rentals                                                               9,361           14,498
       Depreciation, depletion and amortization                                   23,094           32,433
                                                                             -----------      -----------

                                                                                 360,064          324,110
                                                                             -----------      -----------

                  Income from operations                                       2,381,044          139,393
                                                                             -----------      -----------

Other income (expense):
       Interest expense                                                             (190)               -
       Other income                                                                5,933             (739)
                                                                             -----------      -----------

                  Net other income                                                 5,743             (739)
                                                                             -----------      -----------

                  Income before provision for
                   income taxes                                                2,386,787          138,654
       Provision for income taxes                                              (930,000)                -
                                                                             -----------      -----------

                  Net income                                               $   1,456,787         $138,654
                                                                             -----------      -----------


Earnings per share - Basic                                                 $         .19    $         .02
                                                                             -----------      -----------
                     Diluted                                               $         .18    $         .02
                                                                             -----------      -----------

Weighted average common shares - Basic                                         7,870,000        7,913,000
                                                                             -----------      -----------
                                 Diluted                                       8,232,000        7,913,000
                                                                             -----------      -----------

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





                               PIONEER OIL AND GAS
                             Statement of Operations
                           Nine Months Ended June 30,
                                   (unaudited)


                                                                                 2005             2004
                                                                             -----------      -----------
<S>                                                                      <C>              <C>
Revenue:
       Oil and gas sales                                                   $     865,290    $     657,647
       Royalty Revenue                                                           691,488          533,397
       Operational reimbursements                                                  4,500            4,500
       Project and lease sales income, net                                     4,472,180           37,500
                                                                             -----------      -----------

                                                                               6,033,458        1,233,044
Costs and expenses:
       Cost of operations                                                        569,103          459,973
       General and administrative expenses                                       293,354          254,115
       Exploration costs                                                         182,230          157,527
       Lease rentals                                                              27,791           48,458
       Depreciation, depletion and amortization                                   62,280           87,299
                                                                             -----------      -----------

                                                                               1,141,758        1,007,372

                  Income from operations                                       4,891,700          225,672

Other income (expense):
       Interest expense                                                           (1,457)               -
       Other income                                                              111,772           20,767
                                                                             -----------      -----------

                  Net other income                                               110,315           20,767
                                                                             -----------      -----------

                  Income before provision
                  for income taxes                                             5,002,015          246,439

       Provision for income taxes                                             (1,384,000)               -
                                                                             -----------      -----------

                  Net income                                               $   3,618,015    $     246,439
                                                                             -----------      -----------

Earnings per share - Basic                                                 $         .46    $         .03
                                                                             -----------      -----------
                     Diluted                                               $         .44    $         .03
                                                                             -----------      -----------

Weighted average common shares - Basic                                         7,898,000        7,938,000
                                                                             -----------      -----------
                                 Diluted                                       8,250,000        7,938,000
                                                                             -----------      -----------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                               PIONEER OIL AND GAS
                             Statement of Cash Flows
                       For The Nine Months Ended June 30,
                                   (unaudited)
                                                                                 2005             2004
                                                                             -----------      -----------
<S>                                                                      <C>              <C>
Cash flows from operating activities:
       Net income                                                          $   3,618,015    $     246,439
       Adjustments to reconcile net income to net cash
           provided by operating activities:
           Loss on assets sold or abandoned                                      167,645                -
           Depreciation, depletion and amortization                               69,280           84,500
           Employee benefit plan expense                                          25,198           20,698
           Interest income                                                        (6,110)          (6,958)
           Deferred income taxes                                                 334,000                -
           Accretion expense                                                       3,561                -
           (Increase) decrease in:
               Accounts receivable                                                88,918         (343,663)
               Resale leases                                                  (1,702,847)        (715,769)
               Other assets                                                            -              230
           Increase (decrease) in:
               Accounts payable                                                1,090,323        1,060,395
               Accrued expenses                                                        1            5,283
               Income taxes payable                                              860,000                -
               Advances on drilling costs                                       (556,573)               -
                                                                             -----------      -----------

                  Net cash provided by
                  operating activities                                         3,991,411          351,155
                                                                             -----------      -----------

Cash flows from investing activities:
       Acquisition of property and equipment                                    (279,005)         (27,429)
                                                                             -----------      -----------

                  Net cash used in investing activities                         (279,005)         (27,429)
                                                                             -----------      -----------

Cash flow from financing activities:
       Acquisition and retirement of common stock                               (125,662)         (21,945)
                                                                             -----------      -----------

         Net cash used in financing activities                                  (125,662)         (21,945)
                                                                             -----------      -----------

                  Net increase in cash                                         3,586,744          301,781

Cash, beginning of period                                                  $    491,090     $     371,527
                                                                           -------------      -----------
Cash, end of period                                                        $   4,077,834    $     673,308
                                                                             -----------      -----------

</TABLE>
<PAGE>






                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Nine Months Ended June 30, 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 nine months  ended June 30, 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 June 30, 2005 and the results of  operations  for
     the three and nine  months  ended June 30, 2005 and 2004 and the cash flows
     for the nine months ended June 30, 2005 and 2004. The results of operations
     for the three  and nine  months  ended  June 30,  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 nine months ended June 30, 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 $1,194,000, which included
     a current liability of $860,000 and a deferred liability of $334,000.

     (4) During  the nine  months  ended June 30,  2005,  the  company  recorded
     interest  income (on the stock  subscription  receivable) of $6,110 reduced
     the stock  subscription  receivable  by $19,088  and  recorded  an employee
     benefit plan contribution of $25,198


<PAGE>



NOTE 2 - MARKETABLE SECURITIES

During  the nine  months  ended  June 30,  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 June 30, 2005 of $31,714.


NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended June 30, 2005,  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 June, 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 third fiscal  quarter  increased  from $463,503 in fiscal
2004 to $2,741,108 in fiscal 2005. For the nine-month period revenues  increased
from  $1,233,044 to $6,033,458.  The increase in revenue for the three-month and
nine-month  periods was primarily due to greatly  increased  lease sales income.
Project and lease sale income increased from $18,750 to $2,211,651 for the three
month  period and from $37,500 to  $4,472,180  for the ninth month  period.  The
project and lease sale income for the three month  period was  primarily  due to
the sale of leases in our central  Utah play  although the Company also netted $
364,088 on the sale of some coalbed methane leases near Price, Utah.

Total oil and gas sales (including  royalty  revenue)  increased 31 percent from
$443,253 to $527,957 in the third  quarter  and 31 percent  from  $1,191,044  to
$1,556,778  for the  nine-month  period.  These  increases were due primarily to
increased  product  prices.  Average oil prices for the quarter  increased  from
$34.19 bbl to $45.90 bbl while gas prices increased from $5.02 MCF to $5.88 MCF.
For the  nine-month  period,  average  oil prices  increased  from $30.58 bbl to
$32.95 bbl while gas prices  increased  from $4.73 to $5.98.  Gas production for
the  nine-month  period  increased  by 6  percent  primarily  due  to  increased
production on our Hunter Mesa  properties.  Oil production was unchanged for the
nine-month  period.  For the  three-month  period oil  production  increased two
percent while gas production decreased 3 percent.

<PAGE>


Project and lease sales income for the nine-month  period increased from $37,500
in 2004 to $4,472,180  in 2005. As mentioned  this was primarily due to the sale
of leases in our central Utah play.

Costs of  operations  increased  from  $137,727 to $187,778  for the quarter and
increased  from $459,973 to $569,103 for the  nine-month  period.  These changes
were primarily due to variations in payments to working interest partners due to
varying production and product prices.

General and  administrative  expenses  increased from $73,204 to $94,929 for the
quarter and increased from $254,115 to $293,354 for the nine-month period.

The  Company's net income for the third  quarter  (fiscal  2005) was  $1,456,787
compared to net income of $138,654 for the third fiscal  quarter  2004.  For the
nine-month  period  (fiscal  2005) the Company  posted net income of  $3,618,015
compared to a net income of $246,439 for fiscal 2004.

Liquidity and Capital Resources

During the nine-months of fiscal 2005 cash provided by operating  activities was
$3,991,411  while  investing  activities  required  $279,005.  Net cash  used in
financing activities was $125,662.

Cash provided by operating  activities  for the  nine-months  of fiscal 2004 was
$351,155.  Cash provided by operating  activities for the same period for fiscal
2005 was $3,991,411.

Pioneer's  acreage  position in the central  Utah  overthrust  area  consists of
approximately 161,000 gross and 53,000 net acres.


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

     None

Item 5 - Other Information

     The Company filed form DEF 14A on July 28, 2005 containing definitive proxy
     materials detailing a planned reverse stock split and plans for the Company
     to deregister  with the SEC making the Company no longer a fully  reporting
     company as of September 26, 2005. A mailing to all  shareholders  of record
     as of August 4, 2005  containing  these  definitive  proxy  materials is in
     progress.

Item 6 - Exhibits and Reports on Form 8-K

     (a) There are no exhibits with this report.

     (b) The registrant  filed a report on Form 8-K on May 5, 2005 detailing the
     Company's plans to deregister with the SEC.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                          Pioneer Oil and Gas


Dated:   August 12, 2005                      /s/ Don J. Colton
                                          -------------------------------
                                          President and Chief Executive Officer



<PAGE>





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

I, Don J. Colton, certify that:

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

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report.

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

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

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

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

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

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

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

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

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

DATE: August 12, 2005


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




<PAGE>




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

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

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

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

/s/ Don J. Colton
-------------------------
Don J. Colton
Chief Executive Officer
August 12, 2005