SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003.

                         Commission File Number 0-30472

                               PIONEER OIL AND GAS
           (Name of small business issuer as specified in its charter)

               Utah                                        87-0365907
   (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification Number)

                     1206 West South Jordan Parkway, Unit B
                          South Jordan, Utah 84095-5512
                    (Address of principal executive offices)

                                 (801) 566-3000
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered  pursuant to Section 12(g) of the Act:  Common Stock (Par
Value $.001 Per Share)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 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__  Check if there  is no  disclosure  of  delinquent  filers  in
response to Item 405 of Regulation SB contained in this form, and no disclosures
will be contained,  to the best of  registrant's  knowledge,  in any  definitive
proxy or  information  statement  incorporated  by reference in Part III of this
Form 10-KSB or any amendments to this Form 10 KSB [ ]

Indicate by check mark  whether the issuer has filed all  documents  and reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange  Act after the
distribution of securities under a plan confirmed by a court. Yes X No __

The issuer's revenues for its most recent fiscal year were $1,929,279.

The  aggregate  market value on September  30th,  2003, of common shares held by
non-affiliates was approximately  $1,731,205 based on the average of the closing
bid and asked prices of the  registrant's  common shares on such date, as quoted
by the National Quotation Bureau.

As of December 18, 2003 the issuer had 7,961,618  shares of its $0.001 par value
common stock issued and outstanding.

Transitional Small Business Issuer Disclosure Format Yes ____ No X


<PAGE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

Except for the historical information contained herein, the matters discussed in
this 10KSB are forward-looking statements which involve risks and uncertainties,
including but not limited to economic,  competitive,  political,  regulatory and
governmental factors affecting the company's revenues,  operations,  markets and
prices,  properties and other factors discussed in the Company's various filings
with the Securities and Exchange Commission.


                                     PART I

ITEM 1 - BUSINESS

HISTORY AND OVERVIEW

Pioneer Oil and Gas (the  "Company") was organized on October 16, 1980 under the
laws of the State of Utah. The Company's  principal place of business is located
at 1206 West South Jordan Parkway,  Unit B, South Jordan,  Utah 84095-5512.  The
Company's  telephone  number is (801)  566-3000 and the  Company's fax number is
(801)  446-5500.  The Company has primarily been engaged in the  acquisition and
exploration of oil and gas properties in Utah, Wyoming, Colorado and Nevada.

The Company  filed a Chapter 11  bankruptcy  petition  on February  19, 1997 and
filed an Amended  Plan of  Reorganization  (the  "Plan") on June 11,  1998.  The
United States  Bankruptcy Court for the District of Utah,  Central Division (the
"Court")  entered an order  approving the Plan on August 5, 1998. The Order that
granted the final decree was entered into on November 6, 1998. Twenty days after
the Order was mailed on November 26, 1998, the Company emerged from bankruptcy.

Prior to the Plan's  implementation,  the Company in June of 1998  effected a 10
for 1 reverse stock split of the Company's common shares to allow the Company to
raise  capital  from the sale of new shares to existing  shareholders.  The Plan
implemented  by the Company and approved by the Court  combined the sale of some
of the  Company's  assets  along with the sale of its common  shares to existing
shareholders.  The  capital  raised  by the  Company  was used to pay  unsecured
creditors  100%  of the  first  $500  of any  unsecured  creditor's  claim  plus
approximately 5.0% of the claim above $500.00.  The Company's  principal secured
creditor  Zions  Bank (the  "Bank")  agreed to the Plan  based on the Bank being
repaid the full  amount owed by the  Company to the Bank by  December  1999.  In
September of 1999 the Company  completed  the sale of several of its oil and gas
assets and  retired all the debt owed the Bank.  Since  September  of 1999,  the
Company has used its $750,000  credit line with Zions Bank as needed to fund day
to day operations.

<PAGE>


RECENT DEVELOPMENTS:

Since September  1999, the Company has been focusing on obtaining  prospects for
the  exploration  of oil and gas and  continuing  the  operations of its current
producing oil and gas  properties.  During the last fiscal year ended  September
30th, 2003, the Company has sold  approximately  two-thirds of its overpressured
gas play  leaving  13,189.16  acres  left to sell in the play.  The  Company  is
currently  marketing  the  remaining  acreage to outside  industry  partners and
individuals for development.  The prospect could contain significant natural gas
reserves.

The Company is also  marketing  its  Emigrant  Gap  Prospect in Natrona  County,
Wyoming, a coal bed methane prospect in Carbon County,  Wyoming, the Yankee Mine
West  Prospect  in White Pine County  Nevada and an oil  prospect in Nye County,
Nevada. During the last year the Company has decreased the amount of undeveloped
oil and gas leases it holds from 100,815  gross acres on 9/30/02 to 59,018 gross
acres on 9/30/03 primarily through the sale of its  overpressurred  gas acreage.
(See "Wells and Acreage").

The  Company has also been  involved in a 3D seismic  project in Texas that will
continue  to cause the  Company  to expend  funds  during  the  current  year in
prospective  drilling on prospects  identified on 3D seismic. The Company owns a
1.65%  working  interest  in the 3D  seismic  venture in Texas and  already  has
commenced  the  drilling  of three wells on the 3D seismic  venture.  One of the
wells has been  deemed a  producer,  one a dry hole and the other  appears to be
productive but is encountering certain down hole problems.

The Company operates in a highly competitive industry wherein many companies are
competing for the same finite resources as the Company.

THE BUSINESS

The Company has focused  its  efforts  over the years in  acquiring  oil and gas
properties from other companies,  selling  producing wells and acquiring new oil
and gas leases for the purpose of  exploring  for oil and gas.  Leases have also
been  acquired  over the years for the purpose of reselling  them at a profit to
other oil and gas companies.

Most of the  Company's  present  production  from  oil and  gas  properties  was
acquired  from large oil  companies  selling  properties  they  considered to be
marginal  producers.  The Company has found that it can operate these properties
at a profit.  Presently,  the Company  operates 9 producing oil and gas wells in
Utah and Wyoming.

The Company also owns an interest in several  non-operated oil and gas wells and
overriding royalty interests in oil and gas wells located in Utah,  Colorado and
Wyoming. An overriding royalty interest is an interest in a well that receives a
percentage of the production from a well without paying any operation expenses.

The Company over the last few years has focused most of its exploration  efforts
in the Rocky Mountain area, and in acquiring  leasehold positions in trend areas
of  existing  production.  Prior to leasing an area a  geological  review of the
prospective  area is made by the Company's  staff to determine the potential for
oil and gas. If an area is  determined  to have promise the Company will attempt
to acquire oil and gas leases over the  prospective  area. The Company will then
acquire  geophysical  data  (generally  seismic  and  gravity  data) to  further
evaluate the area.  After the  evaluation of the  geophysical  data, if the area
appears to contain  significant  accumulations  of oil and gas in the  Company's
opinion  for the area,  the Company  will  market a drilling  program to outside
investors  covering  the  Company's  leases or sell the leases  with the Company
retaining an overriding royalty interest.  Significant  accumulations  cannot be
quantified because it depends on many factors such as how much it costs to drill
and complete wells in a certain area, how close the wells are to pipelines, what
the price of oil or gas is, how accessible the area is, whether the project is a
developmental or wildcat project,  what the cost of oil and gas leases are in an
area,  the type of return  investors  are seeking at that time in the  different
exploration   areas,   and  many  other   geological,   geophysical   and  other
considerations.

<PAGE>


When the  Company  markets a drilling  program it sells a portion of its oil and
gas leases over the  prospect  area along with  obtaining a drilling  commitment
from the parties  purchasing  the leases to drill a well on the prospect area. A
drilling  program will  generally  allow the Company to recoup its investment in
the area with the Company also retaining an ongoing  interest in new wells to be
drilled in the area.

The Company markets its drilling programs to other industry  partners.  Drilling
programs have been marketed by placing ads in industry journals, attending trade
shows and by traveling to the office of prospective  partners.  In the past, the
Company has sold drilling programs to major oil companies and large independents
and occasionally to individuals.

COMPETITION

The oil and gas business is highly  competitive.  The Company  competes  against
numerous  other  companies,  both  major and  independents,  many  with  greater
financial  resources and larger staffs than those  available to the Company.  In
the area that the Company  competes there are over 100  competitors  with no one
competitor dominating the area. The Company believes it can successfully compete
against other  companies by focusing its efforts in the Rocky  Mountain area and
by  pursuing  oil and gas  prospects  that it develops  internally  with its own
staff.  The Company has also been able to  successfully  compete in the past for
leases in areas that it has accumulated geological and geophysical data.

MARKETABILITY

The  products  sold by the Company,  natural gas and crude oil, are  commodities
desired by many companies and the Company is frequently  contacted regarding the
sale of its  products.  The Company  sells all of its oil on 30 day contracts to
companies willing to pay the highest price. Although, at anytime the Company may
be selling 10% or more of its crude oil to one  purchaser,  such a purchaser  is
not  material  to the Company  since if that  purchaser  fails to  purchase  the
Company's  oil for any reason the Company  can  readily  sell the oil to another
party at a price close to what was paid by the former purchaser.

Presently,  the marketability of the Company's crude oil has not posed a problem
for the  Company.  Crude oil can be easily  sold  wherever it is produced in the
states that the Company operates subject to the  transportation  cost. The crude
oil produced by the Company is  transported  either by trucking or pipeline.  On
the other hand,  natural gas can be more difficult to sell since  transportation
requires a pipeline.  In the areas that the Company is  presently  pursuing  new
drilling  activity for natural gas,  other  companies  have been delayed up to a
year because of the unavailability of a pipeline. No assurance can be given that
natural gas wells  drilled by the  Company  will be placed on line within a year
after the well is drilled and completed.

<PAGE>


BUSINESS RISKS

Oil and gas exploration and drilling involves a high degree of risk. Oil and gas
prices are subject to  fluctuations  and, as a consequence,  no assurance can be
given that oil and gas prices will decrease, increase or remain stable. There is
no assurance that wells drilled on behalf of the Company will obtain  production
or that even if production is obtained,  such production will allow the recovery
of all or any part of the investment made by the Company in a well.

There are other risks inherent in the oil and gas industry that are  encountered
in drilling,  completing,  and producing oil and gas wells.  These risks include
unusual or unexpected  formations,  pressures or other conditions,  blowouts and
environmental  pollution.  The  Company  may incur  losses due to  environmental
hazards  against which it cannot insure or which it elects not to insure against
because  of high  premium  costs or  other  reasons.  Consequently,  substantial
uninsured  liabilities  to third  parties may arise,  the payment of which could
result in significant losses to the Company.

The Company carries  comprehensive general liability in the amount of $6,000,000
with a financially  sound and reputable  insurance company and covers such risks
that are usually carried by companies  engaged in the same or a similar business
and similarly  situated.  However,  the Company  usually does not insure against
environmental  hazards such as blowouts of wells or environmental  problems in a
prior chain of title.  The cost of such insurance in many cases is  prohibitive.
These  types of risks are  extraordinary  events and are not  generally  covered
under a normal liability insurance policy for an oil and gas company.

Governmental regulation is a significant business risk of an oil and gas company
because the industry becomes more regulated with time. The Company is subject to
federal,  state and local  laws,  regulations  and  ordinances  relating  to the
production and sale of oil and gas. Some of the laws that the Company is subject
to include the Clean Air Act, the Clean Water Act, and  Endangered  Species Act.
For example,  coal bed methane  wells are being highly  regulated  for disposing
produced  fresh water on the surface.  The EPA is requiring that the fresh water
meet more  stringent  standards  than before,  which  ultimately may require the
water be injected  underground.  Reinjecting the water will increase the cost of
production and in some cases make the drilling of wells uneconomical.

Environmental   regulations  and  taxes  imposed  by  state   governments  in  a
jurisdiction  wherein  producing  oil and gas  properties  are located  impose a
significant burden on the cost of production.  Severance and ad valorem taxes in
Wyoming can amount to approximately 14% of the Company's gross production and if
the property is located on a  Reservation  the total tax burden by  governmental
entities  can  amount  to as much as 22% of the gross  production.  Governmental
regulation may also delay drilling in areas that have endangered species. Delays
in  drilling  in the past have not imposed a  significant  cost to the  Company,
however,  no  assurance  can be given that in future the delays will not be more
expensive.

In the oil and gas industry  there is always a possibility  that there will be a
shortage of drilling rigs,  casing pipe or other  material not being  available,
when needed for drilling,  completing or operating  wells.  To date, the Company
has not encountered any significant difficulties in the areas it has operated or
intends to operate in the future,  however,  no assurance can be given that this
condition will remain unchanged.

OBLIGATIONS AND CONTINGENCIES

The Company is liable for future  restoration and abandonment  costs  associated
with its oil and gas properties. These costs include future site restoration and
plugging costs of wells.  The cost of future  abandonment of producing wells has
not been  determined.  Management  believes  that  these  costs  will not have a
material adverse effect upon its financial position or results of operations.

<PAGE>


OTHER

The Company had a total of four full-time employees as of September 30, 2003.

All of the  company's  revenues  during the last fiscal year were  derived  from
domestic sources.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company owns an interest in 9 currently  producing oil and gas wells located
in Utah and Wyoming.

The Company  attempts to maintain  all of its  operating  wells in good  working
condition.  Wells  operated by the Company  are  generally  overseen by contract
pumpers  familiar  with the oil and gas  business  in the area  that the well is
located.

The operated wells are secured by the Company's  line of credit.  Other than the
line of credit by Zions Bank the  operated oil and gas wells of the Company have
no other liens or encumbrances.

The Company owns a small  interest in more than 300 other oil and gas wells that
it does not operate. The Company owns its interest in these properties either as
a working  interest  owner or as an overriding  royalty  interest  owner.  These
interests  vary from the  Company  owning an  interest  of less than a half of a
percent to as high as eight and a third percent.  The  non-operating  properties
are  located  primarily  in  Colorado  and  Wyoming.  The  primary  non-operated
properties  of the  Company is its  interest  in the Hunter Mesa and Grassy Mesa
Units in Garfield County,  Colorado.  Although the Company owns less then a half
of a percent  overriding  royalty interest in these  properties,  the revenue is
significant to the Company since the Company's  override in these  properties is
in more than 300 wells. The non-operating  properties of the Company account for
less than 50% of the Company's total oil and gas revenues. The Company also owns
various non-producing oil and gas leases that it is either attempting to sell to
industry partners or develop itself.

EXPLORATION AND PRODUCTION

During the fiscal years ending  September  30, 2003,  and September 30, 2002 the
Company  participated as a working  interest owner in the drilling of wells only
in the 3D seismic  venture  referenced  above.  However,  the  Company  plans to
participate as operator,  working interest owner in the drilling of its Emigrant
Gas Prospect  and Nevada  ventures if the Company is  successful  in selling the
programs.  The Company also will be drilling  additional wells in the 3D seismic
venture  during the coming fiscal year along with  participating  in some of the
overpressured  acreage that it retained an interest in when a well is drilled on
the acreage.

<PAGE>


PROVED RESERVES

The  following  table  sets forth the  estimated  proved  developed  oil and gas
reserves,  net to Company's interest,  of oil and gas properties as of September
30, 2003. The reserve information is based on the independent appraisal prepared
by  Fall  Line  Energy  Inc.  of  Littleton,  Colorado,  and was  calculated  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission.  The product pricing used was based on actual spot prices  available
on  September  30,  2003.  Where  necessary,  prices  were  estimated  based  on
historical differentials between the different properties or with quoted indexes
such as the WTI  Cushing  prices,  obtained  from  the US  Government  -  Energy
Information  Agency  (EIA).  The  volume  weighted  average  wellhead  price was
determined to $25.85/Bbl and $4.79/MCF.  The wellhead  prices are net of BTU and
gravity adjustments,  transportation  deductions and differentials between Rocky
Mountain gas and most other markets. For comparison purposes,  the average NYMEX
Henry Hub price for the same time period was $4.66/MMBTU,  the average price for
the Questar Rocky  Mountain Index was  $4.29/MMBTU,  and the average WTI Cushing
price was  $28.53/Bbl.  All  product  pricing  was held flat for the life of the
project.
                 Present Value of Estimated Future Net Revenues

Estimated Proved Reserves           Oil        Gas       Discounted at
                                                            10% (1)
--------------------------        ------     ------       ---------
                                  (MBbl)      (MMCF)          (M$)
Proved Developed
             Operated
 Canyon State 2-36                10.139      17.868      $ 114.108
-------------------------------------------------------------------------------
 Climax 7-2                       74.263       0.000        594.953
-------------------------------------------------------------------------------
 Pilot A-1                         0.000      72.813        138.220
-------------------------------------------------------------------------------
 Delta 1                           0.000       4.243          7.268
-------------------------------------------------------------------------------
 Sheldon Tribal Lease (includes
-------------------------------
  31-1, 21-1, 42-1 wells)         10.800       0.000         71.945
-------------------------------------------------------------------------------
 South Pine Ridge 7-6              0.131      60.637        152.827
-------------------------------------------------------------------------------
 Willow Creek 29-13               15.070      24.098        227.081
-------------------------------------------------------------------------------

 Non-Operated
     Mamm Creek                    0.000      43.988        151.277
-------------------------------------------------------------------------------
 Climax Minnelusa Unit             1.434       0.000          2.878
-------------------------------------------------------------------------------
 Hunter Mesa Unit                  1.984     526.863      1,516.429
-------------------------------------------------------------------------------
 Grassy Mesa Unit                  0.837     128.810        431.148
-------------------------------------------------------------------------------
 Murdock 41-10                     1.828       0.000          8.827
-------------------------------------------------------------------------------
Totals                           116.486     879.320     $3,416.961
-------------------------------------------------------------------------------


     (1) The oil reserves  assigned to the  properties  in the  evaluation  were
     determined  by  analyzing  current  test  data,   extrapolating  historical
     production  data, and comparing  field data with the production  history of
     similar wells in the area. The current volatility of oil prices provides an
     element  of   uncertainty   to  any   estimates.   If  prices  should  vary
     significantly  from those projected in the appraisal,  the resulting values
     would change substantially.

The reserve estimates  contained in the engineering report are based on accepted
engineering and evaluation principles. The present value of estimated future net
revenues,  discounted  at 10%, does not  necessarily  represent an estimate of a
fair market value for the evaluated properties.

The  reserve  estimates  contained  herein are the same that are  required to be
filed with any governmental agency.

<PAGE>


There are numerous uncertainties inherent in estimating quantities of proved oil
reserves.  The  estimates  in the  appraisal  are based on  various  assumptions
relating  to rates of  future  production,  timing  and  amount  of  development
expenditures,  oil prices,  and the results of planned  development work. Actual
future  production  rates and  volumes,  revenues,  taxes,  operating  expenses,
development  expenditures,  and quantities of recoverable  oil reserves may vary
substantially  from those assumed in the estimates.  Any  significant  change in
these  assumptions,   including  changes  that  result  from  variances  between
projected and actual  results,  could  materially  and  adversely  affect future
reserve  estimates.  In  addition,  such  reserves may be subject to downward or
upward revision based upon production  history,  results of future  development,
prevailing oil prices, and other factors.

The  actual  amount  of  the  Company's  proved  reserves  is  dependent  on the
prevailing  price for oil,  which is beyond the Company's  control or influence.
World oil prices declined significantly during 1997 and 1998 from previous years
and increased  significantly during 1999 and 2000. In 2002 and 2003 prices again
have been extremely volatile with natural gas prices declining  significantly at
the  Company's  fiscal  year end in 2002  while in 2003  prices  have  more than
doubled from the price on September 30, 2002. There can be no assurance that oil
and/or  natural gas prices will  decline or increase in the future.  Oil and gas
prices have been and are likely to  continue to be volatile  and subject to wide
fluctuations  in  response to any of the  following  factors:  relatively  minor
changes  in the  supply  of and  demand  for oil and  gas;  market  uncertainty;
political  conditions  in  international  oil producing  regions;  the extent of
domestic  production  and  importation  of oil;  the level of  consumer  demand;
weather  conditions;  the  competitive  position of oil as a source of energy as
compared with natural gas, coal, nuclear energy,  hydroelectric power, and other
energy sources; the refining capacity of prospective oil purchasers;  the effect
of federal and state  regulation on the production,  transportation  and sale of
oil; and other factors,  all of which are beyond the control or influence of the
Company.

WELLS AND ACREAGE

In the oil and gas industry and as used herein, the word "gross" well or acre is
a well or acre in which a working  interest is owned;  the number of gross wells
is the total number of wells in which a working  interest is owned. A "net" well
or acre  is  deemed  to  exist  when  the sum of  fractional  ownership  working
interests  in gross wells or acres  equals one. The number of net wells or acres
is the sum of the fractional working interests owned in gross wells or acres.

As of September  30, 2003,  the Company owned 5.89 net  productive  wells and 14
gross productive wells.

Set forth below is information  respecting the developed and undeveloped acreage
owned by the Company in Utah,  Colorado,  Nevada and Wyoming as of September 30,
2003.

             Developed Acreage            Undeveloped Acreage
             -----------------            ----------------------
             Gross       Net              Gross          Net
             ------     -------           ------      --------
             2,600      1,600             56,418       38,312

Annual rentals on all  undeveloped  leases for the fiscal year ending  September
30, 2003 are expected to be approximately $50,000.

<PAGE>


PRODUCTION AND SALE OF OIL AND GAS

The following table summarizes certain information relating to the Company's net
oil and gas produced and from the Company's properties,  after royalties, during
the periods indicated.
                                               Year Ended September 30,
                                               -----------------------
                                                   2002        2003
                                                -------     -------
Average net daily production of oil (Bbl)            42          44
Average net daily production of gas (MCF)           277         449
Average sales price of oil ($ per Bbl)           $18.65      $26.43
Average sales price of gas ($ per MCF)            $2.01       $4.08
Average lifting cost per bbl oil equiv.           $6.91       $8.42

DELIVERY COMMITMENTS

The Company  sells its oil to the company  willing to pay the highest  price for
its crude  oil.  In the area that the  Company  sells its oil there are  several
different  companies  offering to purchase the Company's  oil. The Company sells
all of its crude oil on 30-day  contracts that can be terminated at anytime upon
30-day  notice by either party.  The Company has also entered into  contracts to
sell its natural gas on monthly  spot prices.  The  contracts do not require the
Company to produce or sell any quantity of gas. The contracts  only provide that
the price will be paid up to a certain  amount of gas  produced  from the wells,
which is more than the wells are currently producing. Therefore, the Company has
no  commitments  that  obligate  the Company to produce any set amount of oil or
gas.

The Company does not own the office space in which its business is located.  The
Company is  located in an office  condominium  owned by the  Company's  Board of
Directors. The Company pays less for rent than it did at its former location. To
provide more  operating  capital for the Company the Company has chosen to lease
the office space from the Company's  Board of Directors  who have  purchased the
office  condominium  themselves.  The office space is leased on terms reasonable
for the same kind of office  space in the area that it is  located.  The  office
space is 1,950  square feet with an  unfinished  basement of  approximately  975
square feet. The Company's  address is 1206 West South Jordan  Parkway,  Unit B,
South Jordan, Utah 85095-5512.  The Company's telephone number is (801) 566-3000
and the fax number is (801) 446-5500.

ITEM 3 - 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 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 22,  2003,  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              6,821,899         3,730           0
     Gregg B. Colton            6,821,899         3,730           0
     John O. Anderson           6,821,899         3,730           0

     2. To ratify the  appointment of Jones Simkins as independent  auditors for
     Pioneer Oil and Gas for the next fiscal year ending September 30, 2003.

                           For appointment of
                            Jones Simkins         Against       Abstained

         Number of Shares       6,823,699          1,960              0


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

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET PRICE AND DIVIDENDS OF COMPANY

The Company is listed on the over-the-counter  market on the NASDAQ OTC Bulletin
Board. The range of high and low bid information for the shares of the Company's
stock for the last two complete  fiscal  years,  as reported by the OTC Bulletin
Board National  Quotation Bureau, is set forth below. Such quotations  represent
prices between  dealers,  do not include retail markup,  markdown or commission,
and do not represent actual transactions.
Year Ended September 30, 2003               High          Low

First Quarter                               $.36         $.27
Second Quarter                               .45          .21
Third Quarter                                .43          .25
Fourth Quarter                               .47          .16


Year Ended September 30, 2002               High          Low

First Quarter                               $.17         $.10
Second Quarter                               .19          .10
Third Quarter                                .30          .11
Fourth Quarter                               .26          .15

As of September 30, 2003 the Company had issued and outstanding 7,961,618 common
shares held by approximately 1,123 holders of record.

<PAGE>

There have been no cash  dividends  declared by the Company since its inception.
Further, there are no restrictions that would limit the Company's ability to pay
dividends on its common equity or that would be likely to do so in the future.

The Company has no plans to register any of its securities  under the Securities
Act for sale by  security  holders.  There is no public  offering  of equity and
there is no proposed public offering of equity.

RECENT SALES OF UNREGISTERED SECURITIES

In June of 1998, the Company  effected a reverse stock split of 10 common shares
of the  Company  for one share.  After the  reverse  stock split the Company had
issued and outstanding 4,289,431 common shares. The Company issued an additional
3,845,587 common shares after the reverse stock split for purposes of paying the
Company's  obligation  under the Company's  Employee Stock  Ownership  Plan, for
providing  working  capital  and paying the  creditors  and  expenses  under the
Company's plan of reorganization in bankruptcy.

The Company has an Employee Stock Ownership Plan, in which the Company  invested
prior to September 30, 2002, 10% of the compensation for full-time employees for
salary and bonuses in common stock of the Company. After September 30, 2002, the
Company  has  adopted  the  policy  of  investing  15% of the  compensation  for
full-time  employees for salary and bonuses in common stock of the Company.  All
full-time  employees of the Company  participate in the Employee Stock Ownership
Plan on the same terms and  conditions  as  management.  Shares in the Company's
Employee Stock Ownership Plan ("ESOP") before November 1999 were issued from the
Company to the Plan every six months to cover the  Company's  obligation  to the
ESOP.  From  January  1997 to  September  1998,  the Company  issued to the ESOP
248,244 common shares calculated on a post reverse stock split basis.

In November of 1998, the ESOP in conjunction with the offer made to shareholders
of the Company  purchased  1,500,000 common shares of the Company's common stock
at a price of $.20 per share in the form of a stock subscription receivable. The
stock  subscription  receivable owed by the ESOP to the Company is reduced every
six months by the amount of the obligation  owed by the Company towards the ESOP
for that period. The stock  subscription  receivable bears interest at a rate of
six percent per annum.

For the  Company to emerge  from its Chapter 11  bankruptcy  it required  enough
capital to pay its creditors under the reorganization plan and needed sufficient
capital to  operate.  From July 1998 to February  of 1999,  the  Company  issued
2,246,426 common shares to shareholders of the Company for a total consideration
of $415,308. From the $415,308 raised by the Company, approximately $300,000 was
used for paying bankruptcy expenses and for paying the creditors of the Company.
The remaining  $115,308 of the $415,308 raised was used for operating capital of
the Company.

<PAGE>


Sales of the Company's  securities to the shareholders under the Bankruptcy Plan
and to the ESOP plan were exempt from  registration  under the Securities Act of
1933 pursuant to Section 4(2) of the Act.

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS -2003 Compared to 2002

Total  revenue for fiscal year 2003 was  $1,929,279 as compared to total revenue
for fiscal year 2002 of $909,321.  The increase in revenue was due  primarily to
an  increase in natural gas and crude oil prices from fiscal 2002 as compared to
fiscal 2003 and $566,356 in project and lease sales income  (including  the sale
of  two-thirds  of the  overpressured  gas  project).  Total  oil and gas  sales
(including royalty revenue)  increased from $908,821 to $1,360,985.  Average gas
prices  increased  103% from $2.01 MCF (2002) to $4.08 MCF  (2003).  Average oil
prices  increased 42 percent from $18.65 per barrel in 2002 to $26.43 per barrel
in 2003.

Project and lease sales income  increased from $0 in 2002 to $566,365 in 2003 as
the Company sold  two-thirds  of its  overpressured  gas project and a 3500 acre
coalbed methane lease block.

Costs of operations increased from $425,743 to $632,264.  This item includes all
well  operating  expenses and any amounts paid to employees  and other  interest
owners for their interest in producing  properties.  Increased  disbursements to
interest owners due to higher product prices accounted for most of the increase.

General  and  administrative  costs  decreased  from  $341,089 in fiscal 2002 to
$316,259 in fiscal 2003 due to cost saving measures.

In fiscal 2003 loss on assets sold or abandoned increased from 0 to 355,459. The
write-off of some of the  Company's  producing  assets in Wyoming  during fiscal
2003 accounted for the increase along with the sale of the overpressured  leases
sold.

The Company's total stockholders'  equity increased from $831,103 to $1,034,808.
This  increase  in  shareholders'  equity  during  fiscal 2003 was the result of
positive  net income of $177,413  and a decrease in the ESOP stock  subscription
receivable of $26,292.  Net income  increased from a loss of $163,810 in 2002 to
income of $177,413 in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Historically the Company has funded operations  primarily from earnings and bank
borrowing.  As of September 30, 2003 the Company had working capital of $593,697
and an unused line of credit with Zions Bank for  $750,000.  This line of credit
is collateralized by all of the companies  operated oil and gas properties.  The
line of credit bears  interest at prime rate plus 1.0%.  The line of credit with
Zions Bank matured on December  31, 2001,  and was renewed for a two year period
ending December 31, 2003. As of September 30, 2002 and as of September 30, 2003,
the amount on the credit line was $654,158 and $0 respectively.

During fiscal 2003 cash provided in operating activities was $967,385 while cash
used for investing activities was for $32,158.  There was a net increase in cash
of $281,069,  as cash increased  from $90,458 to $371,527.  The increase in cash
for  operating  activities  was  primarily  the result of project and lease sale
income and increased product prices.

<PAGE>

OIL AND GAS PROPERTIES

The Company,  as of the date of this filing, is the owner of several oil and gas
properties  located  throughout the Rocky Mountain Region.  The Company operates
four properties in Utah, three in Wyoming and one in Colorado.  The standardized
measure of  discounted  future net cash flows  (before  income taxes) of all the
Company's properties as of September 30, 2003 was $3,416,961.

INCOME TAXES

The  Company's   present  net  operating  loss   carryforward  of  approximately
$1,988,000  arises  primarily from operations for the year ended September 30th,
1997.  Carryforwards  of net operating  losses for years prior to the year ended
September  30th, 1997 were completely used for tax purposes to offset net income
for the year  ended  September  30th,  1999.  The  present  net  operating  loss
carry-forward of the Company will begin to expire in the year 2012.

The Company  does not  anticipate  that it will have taxable  income  during the
carryforward period because of the applicable net operating loss.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This  report on Form 10-KSB  includes  "forward-looking  statements"  within the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
facts included in this report, including,  without limitation,  statements under
"Description  of  Business",   "Description   of  Property'  and   "Management's
Discussion and Analysis or Plan of Operation"  regarding the Company's financial
position,  reserve quantities and net present values,  business strategy,  plans
and  objectives of management of the Company for future  operations  and capital
expenditures, are forward-looking statements and the assumptions upon which such
forward- looking statements are based are believed to be reasonable. The Company
can give no assurance that such  expectations  and assumptions  will prove to be
correct.  Reserve  estimates of oil and gas properties  are generally  different
from the  quantities  of oil and natural gas that are  ultimately  recovered  or
found. This is particularly true for estimates applied to exploratory prospects.
Additionally,  any statements contained in this report regarding forward-looking
statements  are subject to various known and unknown  risks,  uncertainties  and
contingencies,  many of which are beyond the control of the Company. Such things
may cause actual  results,  performance,  achievements or expectations to differ
materially  from  the   anticipated   results,   performance,   achievements  or
expectations.  Factors that may affect such forward-looking  statements include,
but are not limited to: the Company's ability to generate  additional capital to
complete any planned drilling and exploration activities;  risks inherent in oil
and gas acquisitions,  exploration,  drilling, development and production; price
volatility of oil and gas;  competition;  shortages of  equipment,  services and
supplies;  government regulation;  environmental matters; financial condition of
the other companies participating in the exploration, development and production
of oil and gas programs;  and other matters  beyond the Company's  control.  All
written  and oral  forward-looking  statements  attributable  to the  Company or
persons acting on its behalf subsequent to the date of this report are expressly
qualified in their entirety by this disclosure.

ITEM 7 - FINANCIAL STATEMENTS
<PAGE>










                               PIONEER OIL AND GAS

                              FINANCIAL STATEMENTS

                           September 30, 2003 and 2002




<PAGE>

                                       F-1
                               PIONEER OIL AND GAS

                              FINANCIAL STATEMENTS

                           September 30, 2003 and 2002



                                                        INDEX
                                                         Page

Independent Auditors' Report                              F-2

Statements of Operations                                  F-3

Balance Sheets                                            F-4

Statements of Stockholders Equity                        F-5

Statements of Cash Flows                                  F-6

Notes to Financial Statements                             F-7

Supplementary Schedules on Oil and Gas Operations         F-15






<PAGE>
















                                            INDEPENDENT AUDITORS' REPORT





To the Board of Directors and
Stockholders of Pioneer Oil and Gas


We have  audited the  accompanying  balance  sheets of Pioneer Oil and Gas as of
September  30,  2003  and  2002,  and  the  related  statements  of  operations,
stockholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Pioneer Oil and Gas as of
September 30,  2003 and 2002,  and the  results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.



JONES SIMKINS LLP
Logan, Utah
November 21, 2003

                                              F-2





<PAGE>
<TABLE>
<CAPTION>
                               PIONEER OIL AND GAS
                            STATEMENTS OF OPERATIONS
                     Years Ended September 30, 2003 and 2002


                                                                                            2003             2002
                                                                                       -------------    -------------
<S>                                                                                 <C>               <C>
Revenue:
     Oil and gas sales                                                                $      963,244           656,344
     Royalty revenue                                                                         397,741           252,477
     Operational reimbursements                                                                1,929               500
     Project and lease sales income                                                          566,365                 -
                                                                                       -------------     -------------

                                                                                           1,929,279           909,321
                                                                                       -------------     -------------

Costs and expenses:
     Cost of operations                                                                      632,264           425,743
     General and administrative expenses                                                     316,259           341,089
     Exploration costs                                                                       248,753           183,393
     Lease rentals                                                                            57,395            38,420
     Depreciation, depletion and amortization                                                141,019            88,989
                                                                                       -------------     -------------

                                                                                           1,395,690         1,077,634
                                                                                       -------------     -------------

                    Income (loss) from operations                                            533,589          (168,313)
                                                                                       -------------     -------------

Other income (expense):
     Loss on assets sold or abandoned                                                       (355,459)                -
     Interest income                                                                          15,518            16,933
     Interest expense                                                                        (23,476)          (25,847)
     Other                                                                                     7,241            13,417
                                                                                       -------------     -------------

                                                                                            (356,176)            4,503
                                                                                       -------------     -------------

                    Income (loss) before provision
                    for income taxes                                                         177,413          (163,810)

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

                    Net income (loss)                                                 $      177,413          (163,810)
                                                                                       =============     =============


Net income (loss) per common share - basic and diluted                                $          .02              (.02)
                                                                                       =============     =============


Weighted average common shares - basic and diluted                                         7,962,000         7,964,000
                                                                                       =============     =============


                                              F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                              September 30, 2003 and 2002


                                                                                         2003               2002
                                                                                       -------------     -------------
                                 Assets
<S>                                                                                 <C>               <C>
Current assets:
     Cash                                                                             $      371,527            90,458
     Accounts receivable                                                                     149,793           121,173
     Resale leases, at lower of cost or market                                               219,677           527,808
                                                                                       -------------     -------------

                   Total current assets                                                      740,997           739,439

Property and equipment, net                                                                  438,881           903,201
Other assets                                                                                   2,230             2,000
                                                                                       -------------     -------------

                                                                                      $    1,182,108         1,644,640
                                                                                       =============     =============

                  Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                                                 $      122,093           128,427
     Accrued expenses                                                                         25,207            30,952
                                                                                       -------------     -------------

                    Total current liabilities                                                147,300           159,379
                                                                                       -------------     -------------

Note payable                                                                                      -            654,158
                                                                                       -------------     -------------

Commitments and contingencies                                                                     -                  -

Stockholders' equity:
     Common stock, par value $.001 per share,
        50,000,000 shares authorized; 7,961,618
        shares issued and outstanding                                                          7,961             7,961
     Additional paid-in capital                                                            2,495,292         2,495,292
     Stock subscription receivable                                                          (231,927)         (258,219)
     Accumulated deficit                                                                  (1,236,518)       (1,413,931)
                                                                                       -------------     -------------

                    Total stockholders' equity                                             1,034,808           831,103
                                                                                       -------------     -------------

                                                                                      $    1,182,108         1,644,640
                                                                                       =============     =============
                                              F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                               PIONEER OIL AND GAS
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended September 30, 2003 and 2002


                                                             Additional         Stock
                                      Common Stock            Paid-in       Subscription       Accumulated
                               ---------------------------
                                  Shares        Amount        Capital        Receivable          Deficit           Total
                               -------------- ------------ --------------- ---------------- ------------------ --------------

<S>                              <C>         <C>          <C>             <C>              <C>               <C>
Balance at
October 1, 2001                    7,986,618   $    7,986   $   2,497,887   $    (269,800)   $    (1,250,121)  $     985,952

Payments on stock

subscription receivable                    -            -               -          11,581                  -          11,581

Purchase and retirement

of common stock                      (25,000)         (25)         (2,595)              -                  -          (2,620)


Net loss                                   -            -               -               -           (163,810)       (163,810)
                                   ---------   ----------   -------------   -------------    ---------------   -------------

Balance at
September 30, 2002                 7,961,618        7,961       2,495,292        (258,219)        (1,413,931)        831,103

Payments on stock

subscription receivable                    -            -               -          26,292                  -          26,292


Net income                                 -  -            -               -                      177,413            177,413
                                   ---------   ----------   -------------   -------------    ---------------   -------------

Balance at
September 30, 2003                 7,961,618   $    7,961   $   2,495,292   $    (231,927)   $    (1,236,518)  $   1,034,808
                                   =========   ==========   =============   =============    ===============   =============
</TABLE>
                                              F-5
<PAGE>
<TABLE>
<CAPTION>
                                                PIONEER OIL AND GAS
                                             STATEMENTS OF CASH FLOWS
                                      Years Ended September 30, 2003 and 2002


                                                                                      2003              2002
                                                                                --------------      --------------
<S>                                                                           <C>                 <C>
Cash flows from operating activities:
     Net income (loss)                                                          $   177,413            (163,810)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:

               Loss on assets sold or abandoned                                     355,459                   -
               Depreciation, depletion and amortization                             141,019              88,989
               Employee benefit plan expense                                         41,396              27,597
               Interest income                                                      (15,104)            (16,016)
               (Increase) decrease in:
                    Accounts receivable                                             (28,620)            (13,782)
                    Resale leases                                                   308,131            (128,780)

                    Other assets                                                       (230)                  -
               Increase (decrease) in:
                    Accounts payable                                                 (6,334)              6,631
                    Accrued expenses                                                 (5,745)              2,079
                                                                                --------------      --------------


                         Net cash provided by (used in) operating activities        967,385            (197,092)
                                                                                --------------      --------------

Cash flows from investing activities:
     Acquisition of property and equipment                                          (32,158)           (272,551)
                                                                                --------------      --------------


                         Net cash used in investing activities                      (32,158)           (272,551)
                                                                                --------------      --------------

Cash flow from financing activities:
     Increase (decrease) in note payable                                           (654,158)            559,158

     Purchase of common stock                                                             -              (2,620)
                                                                                --------------      --------------


                         Net cash provided by (used in) financing activities       (654,158)            556,538
                                                                                --------------      --------------

                         Net increase in cash                                       281,069              86,895

Cash, beginning of year                                                              90,458               3,563
                                                                                --------------      --------------

Cash, end of year                                                               $   371,527              90,458
                                                                                ==============      ==============

                                              F-6
</TABLE>
<PAGE>

 NOTES TO FINANCIAL STATEMENTS

                           September 30, 2003 and 2002


Note 1 - Organization and Summary of Significant Accounting Policies

Organization

The Company is incorporated under the laws of the state of Utah and is primarily
engaged in the business of acquiring,  developing, producing and selling oil and
gas properties to companies located in the continental United States.

Cash and Cash Equivalents

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.

Concentration of Credit Risk

The Company  maintains its cash in bank deposit  accounts,  which, at times, may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts.  The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.

Resale Leases

The Company  capitalizes  the costs of acquiring oil and gas leaseholds held for
resale,  including lease bonuses and any advance rentals required at the time of
assignment of the lease to the Company.  Advance  rentals paid after  assignment
are charged to expense as carrying  costs in the period  incurred.  Costs of oil
and gas leases  held for  resale  are valued at lower of cost or net  realizable
value and  included in current  assets since they could be sold within one year,
although the holding  period of individual  leases may be in excess of one year.
The cost of oil and gas leases sold is determined  on a specific  identification
basis.

Oil and Gas Producing Activities

The Company utilizes the successful efforts method of accounting for its oil and
gas  producing  activities.   Under  this  method,  all  costs  associated  with
productive  exploratory wells and productive or nonproductive  development wells
are capitalized while the costs of nonproductive exploratory wells are expensed.
                                              F-7
<PAGE>

                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002



Note 1 - Organization and Summary of Significant Accounting Policies (continued)

Oil and Gas Producing Activities (continued)

If an exploratory well finds oil and gas reserves, but a determination that such
reserves  can be  classified  as  proved is not made  after  one year  following
completion  of  drilling,  the costs of  drilling  are  charged  to  operations.
Indirect exploratory expenditures,  including geophysical costs and annual lease
rentals are  expensed as  incurred.  Unproved  oil and gas  properties  that are
individually significant are periodically assessed for impairment of value and a
loss is  recognized  at the  time  of  impairment  by  providing  an  impairment
allowance.  Other  unproved  properties  are  amortized  based on the  Company's
experience of successful drillings and average holding period. Capitalized costs
of producing oil and gas properties after  considering  estimated  dismantlement
and abandonment costs and estimated salvage values, are depreciated and depleted
by the  units-of-production  method.  Support  equipment and other  property and
equipment are depreciated over their estimated useful lives.

On the sale or retirement of a complete unit of a proved property,  the cost and
related accumulated depreciation, depletion and amortization are eliminated from
the property  accounts,  and the resultant  gain or loss is  recognized.  On the
retirement or sale of a partial unit of proved property,  the cost is charged to
accumulated  depreciation,  depletion and amortization  with a resulting gain or
loss recognized in income.

On the sale of an  entire  interest  in an  unproved  property  for cash or cash
equivalent,  gain or loss on the sale is recognized,  taking into  consideration
the  amount  of any  recorded  impairment  if the  property  has  been  assessed
individually.  If a partial interest in an unproved property is sold, the amount
received is treated as a reduction of the cost of the interest retained.

Property and Equipment

Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation  is provided  using the  straight-line  method  over the  estimated
useful  lives of the  assets.  Expenditures  for  maintenance  and  repairs  are
expensed when incurred and  betterments are  capitalized.  When assets are sold,
retired  or  otherwise   disposed  of  the  applicable   costs  and  accumulated
depreciation,  depletion and amortization are removed from the accounts, and the
resulting gain or loss is reflected in operations.

                                              F-8
<PAGE>

                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002



Note 1 - Organization and Summary of Significant Accounting Policies (continued)

Income Taxes

Deferred income taxes arise from temporary differences resulting from income and
expense items  reported for financial  accounting  and tax purposes in different
periods.  Deferred taxes are  classified as current or noncurrent,  depending on
the classification of the assets and liabilities to which they relate.  Deferred
taxes  arising from  temporary  differences  that are not related to an asset or
liability are  classified  as current or noncurrent  depending on the periods in
which the temporary  differences are expected to reverse.  Temporary differences
result  primarily from a net operating loss  carryforward,  intangible  drilling
costs and depletion.

Earnings Per Share

The  computation  of basic  earnings  per common  share is based on the weighted
average number of shares outstanding during each year.

The  computation  of diluted  earnings per common share is based on the weighted
average  number of shares  outstanding  during  the year plus the  common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share during the year.  Common stock equivalents are not included in the diluted
earnings per share calculation when their effect is antidilutive.

Revenue Recognition

Revenue is recognized from oil sales at such time as the oil is delivered to the
buyer.  Revenue is  recognized  from gas sales when the gas passes  through  the
pipeline  at the  well  head.  Revenue  from  overriding  royalty  interests  is
recognized when earned.

The Company does not have any gas balancing arrangements.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make  estimates and  assumptions
primarily related to oil and gas property  reserves and prices,  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

                                              F-9
<PAGE>
<TABLE>
<CAPTION>


                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002


Note 2 - Property and Equipment

Property and equipment consists of the following:

                                                                                              September 30,
                                                                                        2003              2002
<S>                                                                           <C>                   <C>
         Oil and gas properties (successful efforts method)                     $    1,914,635         2,242,439
         Office furniture and equipment                                                133,321           129,453
                                                                                     ---------         ---------
                                                                                     2,047,956         2,371,892

         Less accumulated depreciation, depletion and
           amortization                                                             (1,609,075)       (1,468,691)
                                                                                     ---------         ---------
                                                                                $      438,881           903,201
                                                                                     =========         =========
</TABLE>

Note 3 - Note Payable

The Company has a bank  revolving  line-of-credit  agreement,  which  allows the
Company to borrow a maximum amount of $750,000. This agreement bears interest at
the bank's prime rate plus 1 percent and is secured by accounts  receivable  and
producing properties. The line-of-credit matures on December 31, 2003 and had an
outstanding  balance  at  September  30,  2003  and  2002  of $0  and  $654,158,
respectively.

Note 4 - Stock Subscription Receivable

The stock subscription  receivable consists of a six percent receivable due from
the Company's  ESOP. The receivable is reduced every six months by the amount of
the  obligation  owed by the Company to the ESOP,  less  interest (see Note 10).
During the years  ended  September  30, 2003 and 2002,  the  Company  recognized
$15,104 and $16,016 of interest income related to this note.

                                              F-10
<PAGE>
<TABLE>
<CAPTION>

                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002


Note 5 - Income Taxes

The  provision  for income  taxes  differs  from the amount  computed at federal
statutory rates as follows:

                                                                                              Years Ended
                                                                                              September 30,
                                                                                        2003              2002
                                                                                     ---------           -------
<S>                                                                               <C>                  <C>
         Income tax provision (benefit) at statutory rate                           $   45,000           (50,000)
         Change in valuation allowance                                                 (45,000)           50,000
                                                                                        ------            ------
                                                                                    $       -                 -


         Deferred tax assets (liabilities) are comprised of the following:
                                                                                              September 30,
                                                                                        2003              2002
                                                                                     ---------          --------
         Intangible drilling costs and depletion                                    $   15,000          (190,000)
         Net operating loss carryforwards                                              696,000           856,000
         AMT credit carryforward                                                         5,000             5,000
                                                                                     ---------           -------
                                                                                       716,000           671,000
                                                                                     ---------           -------
         Valuation allowance                                                          (716,000)         (671,000)
                                                                                     ---------           -------

                                                                                    $      -                 -
                                                                                     =========           =======
</TABLE>


A valuation  allowance has been recorded for the full amount of the deferred tax
asset because it is more likely than not that the deferred tax asset will not be
realized.

As of September 30, 2003,  the Company had net operating loss  carryforwards  of
approximately  $1,988,000.  These  carryforwards  begin to  expire  in 2012.  If
substantial  changes in the Company's  ownership  should occur there would be an
annual  limitation  of the amount of NOL  carryforward  which could be utilized.
Also, the ultimate  realization of these  carryforwards  is due, in part, on the
tax law in effect at the time and future events that cannot be determined.

                                              F-11
<PAGE>


                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002



Note 6 - Sales to Major Customers

The Company had sales to major  customers  during the years ended  September 30,
2003 and 2002, which exceeded ten percent of total sales as follows:
                                      September 30,

                                 2003              2002
                              -------           -------
         Company A     $      420,000           140,000
         Company B            414,000           306,000
         Company C            134,000            88,000
         Company D            115,000            90,000


Note 7 - Related Party Transactions

The Company  acts as the operator  for several oil and gas  properties  in which
employees,  officers and other related and  unrelated  parties have a working or
royalty interest.  At September 30, 2003 and 2002 there was $17,917 and $12,236,
respectively,  included in accounts  payable  due from/to  related  parties as a
result of these  activities.  The Company also is the general manager in certain
limited  partnerships and the operator for certain joint ventures formed for the
purpose of oil and gas exploration and development.

The Company  leases its office space from certain  officers of the Company.  The
lease requires monthly rental payments of $2,500 plus all expenses pertaining to
the office space and expires in September  2005.  Future  minimum lease payments
for the next two years are $30,000  each year.  Rent expense for the years ended
September 30, 2003 and 2002 was approximately $30,000 each year.

The Company has a stock subscription receivable from the ESOP (See Note 4).

Note 8 - Supplemental Disclosures of Cash Flow Information

Operations   reflect   actual   amounts  paid  for  interest  and  income  taxes
approximately as follows:

                                        September 30,
                                     2003             2002
                                   ------            ------
         Interest              $   23,000            26,000
         Income taxes                   -                 -



<PAGE>

                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002



Note 9 - Fair Value of Financial Instruments

The Company's financial instruments consist of cash, receivables, payables and a
note payable. The carrying amount of cash, receivables and payables approximates
fair value because of the short-term  nature of these items. The carrying amount
of the note  payable  approximates  fair  value as the note  bears  interest  at
floating market interest rates.

Note 10 - Stock Options

The Company has granted  stock  options to the members of the Board of Directors
and the  officers  and  employees  of the  Company  to  purchase  shares  of the
Company's  common stock. The exercise price of the options and warrants is equal
to or in excess of the fair market  value of the stock on the date of grant.  At
September 30, 2003 and 2002, the Company had 420,000 options outstanding.

Information related to these options at September 30, 2003 is as follows:

                              Outstanding              Exercisable
------------------------------------------------    --------------------------
                           Weighted
                           Average
                           Remaining    Weighted                      Weighted
                           Contractual  Average                       Average
Exercise    Number         Life         Exercise    Number            Exercise
Price       Outstanding    (Years)      Price       Exercisable       Price
--------    ----------     -------     --------    -----------        ------
$ .20       420,000         7.9        $ .20        420,000           $ .20


Employee Stock Ownership Plan

The Company has adopted a  noncontributory  employee stock ownership plan (ESOP)
covering all full-time employees who have met certain service  requirements.  It
provides for discretionary  contributions by the Company as determined  annually
by the Board of Directors, up to the maximum amount permitted under the Internal
Revenue Code. The plan has received IRS approval under Section 401(A) and 501(A)
of the Internal  Revenue Code.  Pension  expense  charged to operations  for the
years ended  September  30, 2003 and 2002 was $41,396 and $27,597  respectively.
All  outstanding  shares  held by the ESOP are  included in the  calculation  of
earnings per share.

                                              F-13
<PAGE>

                               PIONEER OIL AND GAS
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2003 and 2002



Note 11 - Commitments and Contingencies

Limited Partnerships

The Company has an immaterial interest in a limited partnership drilling program
and  acts as the  general  partner.  As the  general  partner,  the  Company  is
contingently   liable  for  any  obligations  of  the  partnership  and  may  be
contingently  liable  for  claims  generally  incidental  to the  conduct of its
business as general  partner.  As of September 30, 2003, the Company was unaware
of any such obligations or claims arising from this partnership.

Employment Agreements

The Company  has entered  into  severance  pay  agreements  with  employees  and
officers of the Company who also serve as board members.  Under the terms of the
agreements,  a board member who is terminated shall receive  severance pay equal
to the amount such board  member  received in salary and bonus for the two years
prior to termination.

Litigation

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 item,  which it believes  could have a material
adverse affect on its financial position.




                                              F-14

<PAGE>

                               PIONEER OIL AND GAS
                      SCHEDULE OF SUPPLEMENTARY INFORMATION
                            ON OIL AND GAS OPERATIONS
                           September 30, 2003 and 2002

<TABLE>
<CAPTION>


The  information  on the  Company's  oil and gas  operations  as  shown  in this
schedule  is  based  on the  successful  efforts  method  of  accounting  and is
presented in conformity  with the  disclosure  requirements  of the Statement of
Financial  Accounting  Standards No. 69 "Disclosures about Oil and Gas Producing
Activities."


         Capitalized Costs Relating to Oil and Gas Producing Activities

                                                                                      September 30,
                                                                                 2003              2002
                                                                              ---------          ---------
<S>                                                                    <C>                    <C>
Proved oil and gas properties and related equipment                      $    1,763,802          2,012,912
Unproved oil and gas properties                                                 150,833            229,527
                                                                              ---------          ---------
         Subtotal                                                             1,914,635          2,242,439

Accumulated depreciation, depletion and amortization
 and valuation allowances                                                    (1,483,991)        (1,347,265)
                                                                              ---------          ---------
                                                                         $      430,644            895,174
                                                                              ---------          ---------


Costs  Incurred  in  Oil  and  Gas  Acquisition,   Exploration  and  Development
Activities
                                                                                      September 30,
                                                                                  2003               2002

Acquisition of properties:
        Proved                                                           $            -                  -
        Unproved                                                         $            -                  -
Exploration costs                                                        $            -                  -
Development costs                                                        $       96,272            269,214


</TABLE>
                                              F-15



<PAGE>
<TABLE>
<CAPTION>

                               PIONEER OIL AND GAS
                      SCHEDULE OF SUPPLEMENTARY INFORMATION
                            ON OIL AND GAS OPERATIONS
                           September 30, 2003 and 2002



                 Results of Operations for Producing Activities

                                                                                       Years Ended
                                                                                      September 30,
                                                                                2003               2002
<S>                                                                      <C>                    <C>
Oil and gas - sales                                                        $  1,360,985            908,821
Production costs net of reimbursements                                         (687,730)          (463,663)
Exploration costs                                                              (248,753)          (183,393)
Depreciation, depletion and amortization
   and valuation provisions                                                    (136,726)           (84,596)
                                                                                -------            -------
Net income before income taxes                                                  287,776            177,169

Income tax provision                                                            (98,000)           (60,000)
                                                                                -------            -------
Results of operations from producing activities
 (excluding corporate overhead and interest costs)                         $    189,776            117,169
                                                                                -------            -------

</TABLE>
                                              F-16
<PAGE>





                               PIONEER OIL AND GAS
                      SCHEDULE OF SUPPLEMENTARY INFORMATION
                            ON OIL AND GAS OPERATIONS
                           September 30, 2003 and 2002


                    Reserve Quantity Information (Unaudited)

The estimated  quantities of proved oil and gas reserves  disclosed in the table
below are based upon on appraisal  of the proved  developed  properties  by Fall
Line Energy, Inc. Such estimates are inherently  imprecise and may be subject to
substantial revisions.

All quantities shown in the table are proved developed  reserves and are located
within the United States.
<TABLE>
<CAPTION>
                                                            Years Ended September  30,
                                                            2003                     2002
                                                     Oil         Gas         Oil          Gas
                                                    (bbls)      (mcf)       (bbls)       (mcf)
<S>                                               <C>         <C>         <C>         <C>
Proved developed and undeveloped reserves:
  Beginning of year                                 118,572     774,733     128,589      580,543
  Revision in previous estimates                     13,841      53,677       4,992      286,106
  Discoveries and extensions                          -         214,708        -          -
  Purchase in place                                   -          -             -           -
  Production                                        (15,927)   (163,798)    (15,009)     (91,916)
  Sales in place                                      -          -             -           -
                                                    -------     -------     -------      -------
  End of year                                       116,486     879,320     118,572      774,733
                                                    =======     =======     =======      =======
Proved developed reserves:
  Beginning of year                                 118,572     774,733     128,589      580,543
  End of year                                       116,486     879,320     118,572      774,733
</TABLE>

                                              F-17
<PAGE>

                               PIONEER OIL AND GAS
                      SCHEDULE OF SUPPLEMENTARY INFORMATION
                            ON OIL AND GAS OPERATIONS
                           September 30, 2003 and 2002



Standardized  Measure of  Discounted  Future Net Cash Flows and Changes  Therein
Relating to Proved Oil and Gas Reserves (Unaudited)
<TABLE>

                                                                                      Years Ended
                                                                                      September 30,
                                                                                2003             2002
<S>                                                                     <C>                  <C>
Future cash inflows                                                       $     7,340,000       3,950,000
Future production and development costs                                        (1,905,000)     (1,676,000)
Future income tax expenses                                                     (1,848,000)       (773,000)
                                                                                ---------       ---------
                                                                                3,587,000       1,501,000

10% annual discount for estimated timing of cash flows                         (1,415,000)       (624,000)
                                                                                ---------       ---------
Standardized measure of discounted future net cash flows                  $     2,172,000         877,000
                                                                                =========       =========
</TABLE>

The preceding  table sets forth the estimated  future net cash flows and related
present  value,  discounted  at a 10% annual  rate,  from the  Company's  proved
reserves of oil,  condense and gas. The estimated future net revenue is computed
by applying the year end prices of oil and gas (including price changes that are
fixed and determinable) and current costs of development production to estimated
future production  assuming  continuation of existing economic  conditions.  The
values expressed are estimates only, without actual long-term production to base
the  production  flows,  and may not  reflect  realizable  values or fair market
values of the oil and gas ultimately extracted and recovered.  The ultimate year
of realization is also subject to  accessibility  of petroleum  reserves and the
ability of the Company to market the products.

                                              F-18
<PAGE>

                               PIONEER OIL AND GAS
                      SCHEDULE OF SUPPLEMENTARY INFORMATION
                            ON OIL AND GAS OPERATIONS
                           September 30, 2003 and 2002



                     Changes in the Standardized Measure of
                    Discounted Future Cash Flows (Unaudited)
<TABLE>

Years Ended                                                                               September 30,
                                                                                      2003            2002
<S>                                                                      <C>                   <C>
Balance, beginning of year                                                 $       877,000       1,121,000
Sales of oil and gas produced net of production costs                             (539,000)       (204,000)
Net changes in prices and production costs                                       1,186,000        (338,000)
Extensions and discoveries, less related costs                                     876,000        -
Purchase and sales of minerals in place                                               -             -
Revisions of estimated development costs                                              -             -
Revisions of previous quantity estimate                                            351,000         374,000
Accretion of discount                                                               88,000         112,000
Net changes in income taxes                                                       (667,000)       (188,000)
                                                                                 ---------         -------
Balance, end of year                                                      $      2,172,000         877,000
                                                                                 =========         =======
</TABLE>


<PAGE>




ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANACIAL DISCLOSURE

The  Company  has had no changes in and/or  disagreements  with its  Accountants
during the last two fiscal years.

                                    PART III

ITEM  9  -  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(a) OF THE  EXCHANGE ACT  DIRECTORS  AND  EXECUTIVE
OFFICERS

The directors, executive officers and significant employees of the company are
as follows:

                                              POSITION
    NAME                  AGE               WITH COMPANY
    ----                  ---               ------------

  Don J. Colton             57            President/Treasurer & Director
  Gregg B. Colton           50            Vice President/Secretary & Director
  John O. Anderson          61            Office Manager/Director
  Michael L. Pinnell        59            Exploration Manager

Note:  Don J. Colton and Gregg B. Colton are  brothers  and John O.  Anderson is
their uncle.

Don J. Colton serves as the Company's  President,  Treasurer and Chairman of its
Board of Directors. Since the Company's inception in October 1980 Mr. Colton has
served as the  Company's  President  and has been involved in all aspects of the
business  including  exploration,   acquisition  and  development  of  producing
properties.  From 1979 to 1981,  Mr.  Colton was Chief  Financial  Officer and a
member of the Board of Directors of Drilling  Research  Laboratory  in Salt Lake
City, Utah. The Drilling Research Laboratory is a subsidiary of Terra Tech, Inc.
and prior to his involvement with the Drilling Research  Laboratory,  Mr. Colton
was Manager of Special  Projects  for Terra Tech.  Mr.  Colton  received a BS in
Physics  from  Brigham  Young  University  in  1970  and a  Master  of  Business
Administration from the University of Utah in 1974.

Gregg B. Colton  serves as the  Company's  Vice  President,  Secretary,  General
Counsel and a member of the Board of  Directors.  Mr.  Colton has been  employed
with the Company  since it actually  commenced  business in 1981.  Mr. Colton is
involved in handling  the  contracts,  sales of oil and gas  products  and legal
problems  of the  Company  along  with the day to day  decision  making  for the
Company with the Company's  President.  From 1981 to 1984, Mr. Colton was also a
partner in the law firm of Cannon, Hansen & Wilkinson. Mr. Colton is a member of
the  Utah  State  Bar  and a real  estate  broker.  He is also a  member  of the
Corporate  Counsel section for the Utah State Bar. Mr. Colton earned his BA from
the  University  of Utah in 1976 and a Juris  Doctor  and a Master  of  Business
Administration from Brigham Young University in 1981.

<PAGE>


John O.  Anderson  serves as the  Company's  Office  Manager  along with being a
member of the Board of Directors. Mr. Anderson as Office Manager handles the day
to day accounting for the Company along with handling the  procurement of office
supplies.  The Company has employed Mr. Anderson since 1981 and prior to joining
the  Company he worked in land  investments.  Mr.  Anderson  received  his BS in
Zoology in 1968 from the University of California.

Michael L.  Pinnell  serves as the  Company's  Exploration  Manager and has been
employed by the Company  from 1989 to the present.  Mr.  Pinnell is in charge of
performing and supervising the geological and geophysical interpretation for the
Company's  drilling  prospects.  Mr.  Pinnell worked as a consultant for various
companies from 1985 to 1989 and performed  geological and geophysical  services.
From 1981 to 1985 Mr.  Pinnell  was the  Exploration  Manager  for  Fortune  Oil
Company.  Mr. Pinnell received a BS in Geology in 1970 and an MS in Geology from
Brigham Young University in 1972.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and  persons  who own more  than ten  percent  of the
Company's  Common  Stock,  to file reports of ownership and changes in ownership
with the Securities and Exchange  Commission  ("SEC").  Officers,  directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

The  following  disclosure  is based solely upon a review of the Forms 3 and any
amendments  thereto  furnished to the Company  during the Company's  fiscal year
ended  September 30, 2003, and Forms 5 and amendments  thereto  furnished to the
Company  with respect to such fiscal year,  or written  representations  that no
Forms 5 were  required to be filed by such  persons.  Based on this review there
were no reports or SEC forms  required to be filed by  directors  of the Company
for the fiscal year ended September 30, 2003.

ITEM 10 - EXECUTIVE COMPENSATION

The following Summary  Compensation Table sets forth all cash compensation paid,
distributed or accrued for services, including salary and bonus amounts rendered
in all capacities for the Company's CEO during the fiscal years ended, September
30, 2002,  2001,  and 2000.  All other tables  required to be reported have been
omitted as there has been no  compensation  awarded to, earned by or paid to any
of the executives of the Company that is required to be reported other than what
is stated below:

                           SUMMARY COMPENSATION TABLE

Name and                    Amount of                           Fiscal
Principal Position          Compensation                        Year Ended

Don J. Colton, CEO           $90,504(1)                          2003
Don J. Colton, CEO           $90,504(1)                          2002
Don J. Colton, CEO           $90,504(1)                          2001


          (1) The amount of  compensation  included  in the table above for each
          fiscal  year does not  include  amounts  paid by the  Company  for the
          Company's  Employee  Stock  Ownership  Plan.  Under the Employee Stock
          Ownership Plan 10% of the employees compensation for salary or bonuses
          is paid on behalf of the employee for Company  stock in the  Company's
          Employee  Stock  Ownership  Plan  before  October  1,  2002 and  after
          September  30,  2002,  15% is paid.  All  full-time  employees  of the
          Company  participate in the Employee Stock  Ownership Plan on the same
          terms and  conditions  as  management.  For fiscal years 2001 and 2002
          shown above 10% and in 2003, 15% of the compensation  amount above was
          paid towards the Employee Stock  Ownership Plan in the form of Company
          stock.

<PAGE>


The  Company in its June 27,  2001,  annual  shareholders  meeting  approved  an
incentive stock option plan for its employees, directors and officers. After the
approval of the  incentive  stock option plan,  the Company  canceled all of the
options  presently  existing at that time and replaced them with the same number
of  incentive  stock  options  in  accordance  with  the  plan  approved  by the
shareholders.  Below are the  options  granted in the last three  years that are
required to be disclosed under this filing:

                      OPTION GRANTS IN LAST TWO FISCAL YEARS

                                            % of Total
                          Number of        Options
                          Securities       Granted to
                          Underlying      Employees in   ExerciseExp.
  Name                    Options Granted  Fiscal Year   Price ($/Sh)     Date


  Don J. Colton, CEO         120,000          0.0%       $.20/Share       (1)

     (1) The 120,000  options granted above are due to expire on August 9, 2011.
     No options  were  exercised  during the year by any  officer,  director  or
     employee granted options under the Company's incentive option stock plan.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's Common Stock by each person or group that is known by
the  Company  to be the  beneficial  owner  of more  than  five  percent  of its
outstanding Common Stock, each director of the Company, each person named in the
Summary  Compensation  Table,  and all directors  and executive  officers of the
Company as a group as of September 30, 2003.  Unless  otherwise  indicated,  the
Company believes that the persons named in the table below, based on information
furnished by such owners,  have sole voting and investment power with respect to
the Common Stock beneficially owned by them, where applicable.

<PAGE>


Title of   Name and Address of           Amount and Nature          Percent
Class      Beneficial Owner              of Beneficial Owner        of Class

Common   Don J. Colton                     823,933(1)                 9.8%
         2172 E Gambel Oak Drive
         Sandy, Utah 84092

Common   Gregg B. Colton                   851,422(1)                 10.16%
         10026 Ridge Gate Circle
         Sandy, Utah 84092

Common   John O. Anderson                  415,220(1)                  5.0%
         7462 S Parkridge Circle
         Salt Lake City, Utah 84121


Common   Pioneer Employee Stock          1,266,334(2)                 15.11%
         Ownership Plan
         1206 W. South Jordan Parkway
                 Unit B
         South Jordan, Utah 84095-5512

All Directors and Officers as a Group
(3 Persons)                              2,090,575                    24.94%

     (1) Includes currently  exercisable options to purchase common stock in the
     Company as long as the person is serving as a director  and employee of the
     Company.  Each of the persons  listed  under this  footnote  has options to
     purchase 120,000 shares of the Company's Common Stock.

     (2)  Persons  listed  above  have their  vested  shares  under the  Pioneer
     Employee Stock  Ownership Plan included under their name. Don J. Colton and
     Gregg B. Colton as Trustees of the Pioneer  Employee  Stock  Ownership Plan
     have  the  right  to vote all the  shares  of the  Plan at any  shareholder
     meeting of the Company.

     The Company currently has no arrangements,  which may result in a change of
     control.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors  approved  more than 10 years ago a  resolution  to allow
employees of the Company to purchase 25% of any oil and gas  producing  property
acquired by the Company at the same time as the Company  acquires the  property.
The  resolution  required  that the employees pay for 25% of the cost of the oil
and gas properties at the same time the Company purchased the properties. In the
event the Company is unable to fund the total cost of any producing  properties,
the  employees  of the Company may  purchase the amount the Company is unable to
fund even if it exceeds 25%. The employees also have the right to acquire 25% of
any non-producing oil and gas leases acquired by the Company on similar terms as
those for producing properties.

The Company also leases  office  space that is owned by the Board of  Directors.
The office space is leased to the Company on terms  reasonable for the same kind
of office  space in the area that it is located.  The new office space has 1,950
square feet with an unfinished basement of approximately 975 square feet.

The Board of  Directors  has also  authorized  the Company to  repurchase  up to
2,000,000 of its common shares as treasury stock, however during the fiscal year
2003 the Company did not repurchase any common shares. During fiscal year ending
September 30, 2002, the Company repurchased 25,000 common shares and none during
fiscal year ending September 30, 2003. The exact timing, price and terms for the
purchase of the stock shall be at the discretion of the officers of the Company.


<PAGE>

                                     PART IV

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

PART F/S                   FINANCIAL STATEMENTS

The  financial  statements  of the Company as required by Item 310 of Regulation
S-B are included in Part II, Item 7 of this report.

PART III.                  INDEX TO EXHIBITS

                The following Exhibits are filed herewith:

Exhibit No.                  Description

3(i)                         Articles of Incorporation (1) (with
                             amendments)

3(ii)                        Bylaws (1)

10                           Line of Credit Agreement (1)

23                           Fall Line Energy letters from Petroleum Engineer

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.

     (1) Incorporated by reference from the Company's 2000 Form 10SB.

REPORTS ON FORM 8-K

The  Company  did not  file  any  reports  on Form 8-K  during  its year  ending
September 30, 2003.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                                    /s/
                                        By: _____________________
                                            Don J. Colton
                                            Director/President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

         /s/
_________________________ Director/President
   Don J. Colton
         /s/
_________________________ Director/Vice President/Secretary
   Gregg B. Colton
         /s/
_________________________ Director
   John O. Anderson


<PAGE>


Exhibit 23




                             Fall Line Energy, Inc.
         PO Box 2935 o Centennial, Colorado 80161-2935 o (303) 795-9887


                                November 7, 2003


Mr. Don Colton
Pioneer Oil and Gas
1206 W. South Jordan Parkway, Unit B
South Jordan, UT  84095-5512


                                                    RE:    Pioneer Oil and Gas
                                                           2003 Reserve Report
                                                           SEC Pricing


Dear Mr. Colton:

This report provides an appraisal of net oil and gas reserves and the associated
economic benefit to Pioneer Oil and Gas (POG) as of September 30, 2003. The only
reserves class evaluated was Proved Developed Producing.  No credit was given to
behind pipe zones, potential enhanced oil recovery, infill drilling or wells not
currently producing due to operational problems.

Product Pricing

As requested,  the economics were run using SEC pricing guidelines.  The product
pricing used was based on actual spot prices  available  on September  30, 2003.
Where necessary, prices were estimated based on historical differentials between
the different  properties or with quoted indexes such as the WTI Cushing prices,
obtained from the US Government - Energy Information Agency (EIA).

The volume weighted  average  wellhead price was determined to be $25.85/Bbl and
$4.79/MCF.  The  wellhead  prices  are  net  of  BTU  and  gravity  adjustments,
transportation  deductions and differentialsbetween  Rocky Mountain gas and most
other markets.  For comparison  purposes,  the average NYMEX Henry Hub price for
the same time period was  $4.66/MMBTU,  the average  price for the Questar Rocky
Mountain  Index  was  $4.29/MMBTU,   and  the  average  WTI  Cushing  price  was
$28.53/Bbl. All product pricing was held flat for the life of the project.

Reserves Classification:

Only one class of reserves were evaluated,  Proved Developed Producing (PDP). No
credit was given to behind pipe zones,  potential enhanced oil recovery,  infill
drilling or wells not  currently  producing  due to  operational  problems.  The
reserves were  classified  using the Society of Petroleum  Evaluation  Engineers
Reserve Definitions, a copy of which is attached to this report.

<PAGE>



Estimates of oil,  condensate,  natural gas liquids, and gas reserves and future
net revenue  should be regarded  only as estimates  that are likely to change as
actual  production and pressure  history  becomes  available.  Not only are such
reserve and  revenue  estimates  based on that  information  which is  currently
available,  but such estimates are also subject to the uncertainties inherent in
the application of judgmental factors in interpreting such information.

                             Sources of Information

The  majority of the data used in the  preparation  of this report was  obtained
from POG. This information consisted of revenue check details,  division orders,
oil run statements, ownership interests,  spreadsheets detailing operating costs
and miscellaneous pricing information.  Additional information was obtained from
the individual property  operators,  industry contacts and other public sources.
Production  information was obtained from the operator,  IHS Energy Group (IHS),
the Utah Division or Oil, Gas & Mining, and the Wyoming Oil and Gas Conservation
Commission.  No attempt was made to  independently  verify the  accuracy of this
data. A field examination of the properties was not considered necessary for the
purposes of this evaluation.

Operating Costs

The operating costs used in the economics were based on actual historical costs.
The estimated  operating expense includes field operating costs, pumper charges,
direct  supervision  and third party  operator  overhead  charge.  No  allocated
overhead was included for POG operated  properties.  As with pricing,  operating
expenses were held flat for the life of the project

Ownership:

The working interest and net revenue interest  ownerships used in this appraisal
were  provided  by  POG.  No  Farmouts  or  reversions  were  considered  in the
economics.  The  ownership  within the Hunter Mesa Unit and the Grassy Mesa Unit
are  undergoing  changes as the unit  participating  areas are revised.  Several
revisions are  currently  waiting for the BLM to approve  them.  The  ownerships
utilized in this report are based on the latest revisions, pending BLM approval.

Methodology:

The estimates of Expected  Ultimate  Recovery  (EUR) by well were prepared using
primarily decline curve analysis. Where appropriate, EUR estimates were made for
oil wells by extrapolating  the  Water-Oil-Ratio  vs.  Cumulative Oil Production
plot to a determined  economic limit.  These  methodologies are commonly used by
the petroleum industry once detailed production data is available.

Evaluator Information:

Scott H Stinson is a consulting petroleum engineer with 23 years experience. His
primary  emphasis  has been on  exploration,  project  economics  and  formation
evaluation.  Mr. Stinson  started Fall Line Energy,  a small oil and gas company
and consulting firm in 1993. Prior to Fall Line, Mr. Stinson held positions with
Chevron,  Terra Resources (Later Pacific  Enterprises Oil Company) and Conley P.
Smith Operating Company.


<PAGE>



Mr. Stinson is an active member of the Independent  Petroleum Association of the
Mountain  States  (IPAMS).  Previously,  he held the position of Rocky  Mountain
Vice-Chairman and Wyoming Reserves  Coordinator for the American Gas Association
(AGA). In addition, he is an active member of the Society of Petroleum Engineers
(SPE)  and is  Chairman  of the  Denver  chapter  of the  Society  of  Petroleum
Evaluation Engineers (SPEE).

Mr. Stinson earned a Bachelor of Science  degree in Petroleum  Engineering  from
the  University  of  Wyoming in 1981 and a Masters  in  Business  Administration
(Finance)  from the  University of  Colorado-Denver  in 1994. He is a registered
petroleum engineer in the states of Colorado and Wyoming.

Neither Fall Line Energy,  nor Scott H Stinson,  has any interest in the subject
properties and neither the employment to make this study nor the compensation is
contingent on the estimates of reserves and the future income from the subject
properties.

Thank  you for the  opportunity  to  perform  this  evaluation.  If you have any
questions or require any additional information, please do not hesitate to call.


                                   Sincerely,

                             Fall Line Energy, Inc.

                                   /s/
                             ____________________

                              Scott H Stinson, P.E.
                              President

<PAGE>



                             Fall Line Energy, Inc.
         PO Box 2935 o Centennial, Colorado 80161-2935 o (303) 795-9887


                                December 18, 2003

Mr. Don Colton
Pioneer Oil and Gas
1206 W. South Jordan Parkway, Unit B
South Jordan, UT  84095-5512


                                            RE:    Pioneer Oil and Gas
                                                   2003 Reserve Report


Dear Mr. Colton:

The 2003 Annual  Reserve  Report for Pioneer Oil and Gas (POG) has been prepared
for your use by Fall Line Energy  Incorporated and covers the fiscal year ending
September  30,  2003.  The original  report was signed on November 7, 2002.  The
report was prepared for  inclusion in standard  company  filings and  accurately
reflects  the value to POG as of September  30,  2003.  This report was prepared
using  Security  and  Exchange  Commission  (SEC) and the  Society of  Petroleum
Evaluation  Engineers (SPEE)  guidelines.  The only reserves class evaluated was
Proved Developed Producing.

The 2003 Annual Reserve Report was prepared by Scott H Stinson, P.E. Mr. Stinson
is a registered Professional Engineer in the States of Wyoming and Colorado. Mr.
Stinson's  registration  number in Wyoming is #5290, his registration  number in
Colorado is #28624.

Neither Fall Line Energy,  nor Scott H Stinson,  has any interest in the subject
properties and neither the employment to make the study nor the compensation was
contingent  on the  estimates of reserves and the future income from the subject
properties.

If you have any questions or require any additional  information,  please do not
hesitate to call.


                                   Sincerely,

                             Fall Line Energy, Inc.

                                    /s/
                             _____________________

                              Scott H Stinson, P.E.
                              President
<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 annual  report on Form 10-KSB of Pioneer Oil
          and Gas.

          2. Based on my  knowledge,  this  annual  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 annual 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: December 10, 2003


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

<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 Annual Report of Pioneer Oil and Gas (the
"Company")  on  Form  10-KSB  for the  period  ended  September  30,  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
December 10, 2003