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, 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 84095-5512



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, 2001, was 7,986,618.




<PAGE>



















                         Part I. FINANCIAL INFORMATION

           Item 1. Financial Statements for Third Fiscal Quarter 2001
                          Period Ending June 30, 2001


























<PAGE>
<TABLE>
<CAPTION>



               Financial Statements for Third Fiscal Quarter 2001
                           Period Ending June 30, 2001

                               PIONEER OIL AND GAS
                                  Balance Sheet


                               As of June 30, 2001
                                   (Unaudited)
       Assets

Current assets:
<S>                                                                           <C>


       Cash                                                                   $  135,294
       Accounts receivable                                                       102,535
       Resale leases, at lower of cost or market                                 340,327
                                                                             -----------

                  Total current assets                                           578,156

Property and equipment - net (successful efforts method)                         661,077
Other assets                                                                       2,000

                                                                              $1,241,233
                                                                              ----------
----------------------------------------------------------------------------------------

       Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
       Accounts payable                                                       $   77,770
       Accrued expenses                                                           20,455
       Note payable                                                               95,000
                                                                              ----------

                  Total current liabilities                                      193,225
                                                                              ----------

Commitments and contingencies                                                          -

Stockholders' equity (deficit):
       Common stock, par value $.001 per share, authorized
         50,000,000 shares: 7,986,618  shares outstanding                          8,134
       Additional paid-in capital                                              2,521,069
       Stock subscription receivable                                            (275,426)
       Accumulated deficit                                                    (1,182,438)
                                                                             -----------
                                                                               1,071,339
       Treasury stock 148,400 shares at cost                                     (23,331)
                                                                           -------------

                  Total stockholder's equity (deficit)                         1,048,008
                                                                           -------------

                                                                              $1,241,233
                                                                           -------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                               PIONEER OIL AND GAS
                               Statement of Income

                    Three Months Ended June 30, 2001 and 2000
                                   (unaudited)


                                                                                    2001             2000
                                                                                    ----             ----
Revenue:
<S>                                                                            <C>              <C>
       Oil and gas sales                                                       $ 254,693        $ 255,431
       Royalty Revenue                                                            71,145           34,867
       Operational reimbursements                                                      -            2,200
       Project and lease sales income                                                  -                -
                                                                                --------         --------


                                                                                 325,838          292,498

Costs and expenses:
       Cost of operations                                                        176,313          187,514
       General and administrative expenses                                        68,479           69,526
       Exploration costs                                                          43,175           50,075
       Lease rentals                                                                  92            3,845
       Depreciation, depletion and amortization                                   30,392           31,590
                                                                                --------         --------

                                                                                 318,451          342,550
                                                                                --------          -------

                  Gain (loss) from operations                                      7,387          (50,052)

Other income (expense):
         Gain (loss) on assets sold or abandoned                                       -
-
       Gain on marketable securities                                                 285                -
       Interest expense                                                           (1,858)          (1,791)
       Other (expense) income                                                      2,262                -
                                                                               ---------          -------

                  Income (loss before provision
                  for income taxes)                                                8,076          (51,843)

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


                  Net income (loss)                                            $   8,076        $ (51,843)
                                                                             -----------    -------------

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

Weighted average common shares - basic and diluted                             8,065,000        8,135,000
                                                                               ---------        ---------

</TABLE>


<PAGE>
<TABLE>
<CAPTION>





                               PIONEER OIL AND GAS
                               Statement of Income

                  For Nine Months Ended June 30, 2001 and 2000
                                   (unaudited)


                                                                                    2001             2000
                                                                                    ----             ----
<S>                                                                            <C>              <C>
Revenue:
       Oil and gas sales                                                       $ 782,115          667,079
       Royalty Revenue                                                           192,935           79,628
       Operational reimbursements                                                    500            4,445
       Project and lease sales income                                            105,595                -
                                                                                 -------         --------

                                                                               1,081,145          751,152

Costs and expenses:
       Cost of operations                                                        519,199          380,866
       General and administrative expenses                                       222,265          239,963
       Exploration costs                                                         136,362          142,009
       Lease rentals                                                               7,253            5,670
       Depreciation, depletion and amortization                                   90,686           94,770
                                                                               ---------           ------

                                                                                 975,765          863,278
                                                                                --------          -------

                  Gain (loss) from operations                                    105,380         (112,126)
                                                                                --------        ---------

Other income (expense):
         Gain (loss) on assets sold or abandoned                                    (714)              52
       Gain on marketable securities                                              10,865                -
       Interest expense                                                           (1,858)          (3,660)
       Other (expense) income                                                      6,052            4,201
                                                                               ---------    --------------

                  Income (loss before provision
                  for income taxes)                                              119,725         (111,533)
                                                                               ---------        ---------

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

                  Net income (loss)                                            $ 119,725        $(111,533)
                                                                              ----------     ------------


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

Weighted average common shares - basic and diluted                             8,109,000        8,135,000
                                                                               ---------        ---------


</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                                                          PIONEER OIL AND GAS
                                                        Statement of Cash Flows
                                           For The Nine Months Ended June 30, 2001 and 2000
                                                              (unaudited)
                                                                                    2001             2000
                                                                                    ----             ----
<S>                                                                            <C>              <C>
Cash flows from operating activities:
       Net income                                                              $ 119,725        $(111,533)
       Adjustments to reconcile net income to net cash
         (used in) provided by operating activities:
           Gain on assets sold or abandoned                                          714                -
           Depreciation, depletion and amortization                               90,686           94,770
           Employee benefit plan expense                                           5,570                -
           (Increase) decrease in:
               Accounts receivable                                                27,863          (24,165)
               Resale leases                                                    (243,402)        (270,705)
               Other assets                                                            -             (230)
           Increase (decrease) in:
               Outstanding checks in excess of bank balance                            -                -
               Accounts payable                                                  (47,992)         (13,741)
               Accrued expenses                                                   (1,098)            (563)
                                                                           -------------       ----------

                  Net cash (used in) provided by
                  operating activities                                           (47,934)        (326,167)
                                                                            ------------        ---------

Cash flows from investing activities:
       Proceeds from sale of property                                                  -                -
       Acquisition of property and equipment                                    (135,122)        (162,688)
                                                                               ---------          -------

                  Net cash provided by investing activities                     (135,122)        (162,688)
                                                                               ---------            -----

Cash flow from financing activities:
       Proceeds from note payable                                                 95,000          310,277
       Purchase of treasury stock                                                (23,331)               -
       Proceeds from issuance of common stock                                          -                -
       Collection of stock subscription receivable                                     -                -
       Stock subscription receivable                                                   -                -
                                                                                   -----          -------

                  Net cash provided by (used in)
                  financing activities                                            71,669          310,277
                                                                                  ------          -------

                  Net increase (decrease) in cash                               (111,387)        (178,578)

Cash, beginning of period                                                   $    246,681       $  343,918
                                                                            ------------       ----------
Cash, end of period                                                         $    135,294        $ 165,340
                                                                            ------------        ---------
</TABLE>

<PAGE>

                               PIONEER OIL AND GAS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Third Fiscal Quarter Ending June 30, 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 nine-month  periods ending
June 30, 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 June 30, 2001 and the  results of  operations  and cash flows for
the three-month and nine-month periods ended June 30, 2001 and 2000. The results
of operations for the three-month and nine-month periods ended June 30, 2001 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.

     (3) During  the nine  months  ended June 30,  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 June, 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 third fiscal quarter increased 11 percent from $292,498 in
fiscal 2000 to $325,838  in fiscal  2001.  For the  nine-month  period  revenues
increased 44 percent from  $751,152 to  $1,081,145.  The increase in revenue for
the  nine-month  period was due to an  increase in oil and gas sales and royalty
revenue of 31 percent and the realization of $105,595 in project and lease sales
income.

Total oil and gas sales (including  royalty revenue)  increased from $290,298 to
$325,838 in the third quarter and from  $746,707 to $975,050 for the  nine-month
period. These increases were due primarily to higher natural gas prices. Average
oil prices for the  quarter  decreased  from  $25.71 bbl to $22.85 bbl while gas
prices increased from $2.07 MCF to $3.78 MCF. For the nine-month period, average
oil prices  increased  from $24.12 bbl to $24.59 bbl while gas prices  increased
from $1.95 to $4.88.  Gas production for the nine-month  period  decreased by 19
percent due  primarily to the fact that during the  first-half of fiscal 2000 we
received  production  payments from our Hunter Mesa Unit for the prior year that
had been held in suspense.  Also we had a significant  amount of downtime on our
Pilot A property due to a major workover. Oil production declined 13 percent for
the quarter and 11 percent for the nine-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 nine-month  period increased from zero to
$105,595.  No projects  or leases  were sold during the third  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  decreased  from  $187,514 to $176,313  for the quarter and
increased from $380,866 to $519,199 for the nine-month period primarily due to a
major  workover on the Pilot A property,  a workover on the Climax 7-2  property
and larger payments to working interest partners due to higher product prices.

General and  administrative  expenses  decreased from $69,526 to $68,479 for the
quarter and from $239,963 to $222,265 for the nine-month period.

The Company's net income for the third quarter (fiscal 2001) was $8,076 compared
to a loss of $51,843  for the third  fiscal  quarter  2000.  For the  nine-month
period  (fiscal  2001) the Company  posted net income of $119,725  compared to a
loss of $111,533 for fiscal 2000.

Liquidity and Capital Resources

During the  nine-months  of fiscal 2001 cash used in  operating  activities  was
$47,934  and  investing  activities  required  $135,122.   Financing  activities
provided $71,669 in cash.

A major use of cash was $243,402  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 $326,167  (fiscal 2000) to $47,934  (fiscal
2001).

                           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.

<PAGE>


Item 3 - Defaults Upon Senior Securities

None.

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

On July 27, 2001, the Company held its Annual Meeting of Shareholders
(the "Meeting"). The following matters were voted upon at the Meeting:

     1. The  election of the Board of  Directors  of the Company  until the next
shareholder meeting.

     The table below sets forth the name of each nominee for Director along with
the number of shares voting for each nominee:
                          For the Election
                          of the Board          Against        Abstained

     Don J. Colton        6,977,437             50,051         70,447
     Gregg B. Colton      6,977,437             50,051         70,44
     John O. Anderso      6,977,437             50,051         70,447

     2. To ratify the  appointment of Jones,  Wright,  Simkins and Associates as
independent  auditors  for  Pioneer  Oil and Gas for the next fiscal year ending
September 30, 2001.

                          For appointment of
                          Jones, Wright etal.        Against        Abstained

      Number of Shares      7,004,294                 23,694         69,947

     3.  Approval of the  incentive  stock  option  plan for  Company  officers,
directors and employees of the Company as set forth in the Proxy Statement.

                                  For Approval
                                  of ISO Plan      Against     Abstained

         Number of Shares          3,910,186       114,849     3,072,900

All matters that were brought before the shareholders at the annual meeting were
approved.

Item 5 - Other Information

None.

<PAGE>

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, 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:   August 8, 2001             /s/ Don J. Colton__________________
                                    -----------------------------------
                                    President and Chief Executive Officer