UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549









FORM
10-Q/A


2nd
Amendment


(Mark
One)





[
      X ]
            QUARTERLY
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended    November
30, 2008





[    ]
            TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from __________________ to
__________________





Commission
file number 333-135743








PIONEER
      EXPLORATION INC.(Exact
      name of registrant as specified in its
charter)








Nevada
                                              98-0491551(State
      or other jurisdiction of incorporation or
    organization)
                                              (I.R.S.
      Employer Identification No.)750 West Pender Street, Suite 202, Vancouver,
      British Columbia, Canada
                                              V6C 2T7(Address
      of principal executive offices)
                                              (Zip
      Code)604-618-0948(Registrant’s
      telephone number, including area code)n/a(Former name, former address and former fiscal
      year, if changed since last
  report)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.


[
X ]
Yes         [    ]  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange
Act.





Larger
accelerated
filer                                                [     ]                                                                                                      
Accelerated
filer                                          
[     ]


Non-accelerated
filer                                                   
 [     ]  (Do not check if a smaller reporting
company)                   Smaller
reporting
company                      
[ X ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[
X ]
Yes         [   ]  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.





Class
              Outstanding at January 6,
    2009common
      stock - $0.001 par value
              11,264,500





Page
- 1


Pioneer
Exploration Inc.


Form
10-Q/A


2nd
Amendment





EXPLANATORY
NOTE





This Form
10-Q/A – 2nd
Amendment for the quarterly period ended November 30, 2008, which was originally
filed on January 8, 2009 (the “Report”) and subsequently
amended by the Form 10-Q/A – 1st
Amendment, which was filed on March 5, 2009, is being filed (1) to revise Part I
to correct the inadvertent omission of certain language from Item 4 – Controls
and Procedures and to confirm management’s assessment of Pioneer Exploration
Inc.’s controls and procedures, and (2) to correct the language in Exhibit 31 to
match the exact text of the required Section 302 certifications.





This
amendment to the Report does not alter any part of the content of the Report,
except for the changes and additional information provided in this amendment,
and this amendment continues to speak as of the date of the
Report.  Pioneer Exploration Inc. has not updated the disclosures
contained in this amendment to reflect any events that occurred at a date
subsequent to the filing of the Report.  The filing of this amendment
is not a representation that any statements contained in the Report or this
amendment are true or complete as of any date subsequent to the date of the
Report.  This amendment does not affect the information originally set
forth in the Report, the remaining portions of which have not been
amended.  Accordingly, this Form 10-Q/A should be read in conjunction
with Pioneer Exploration Inc.’s filings made with the SEC subsequent to the
filing of the original Form 10-Q on January 8, 2009 (SEC Accession No.
0001108078-09-000002).





PART
I – FINANCIAL INFORMATION





Item
4.  Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





Management
maintains “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
are designed to ensure that information required to be disclosed in Pioneer’s
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to management,
including Pioneer’s Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure.





In
connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of
Pioneer’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act as of November 30, 2008.





Based on
that evaluation, management concluded, as of the end of the period covered by
this report, that Pioneer’s disclosure controls and procedures were not
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the SEC rules and
formsandthat such information was
not accumulated or communicated to management to allow timely decisions
regarding required disclosure.  In particular, Pioneer failed to
complete and file its assessment of its internal controls over financial
reporting in a timely manner for the fiscal year ended August 31,
2008.  As a result, Pioneer’s disclosure controls and procedures have
not been effective since then and, as a result, were not effective for the
period covered by this report.





Page
- 2


Management
has implemented the following remediation procedures, subsequent to November 30,
2008, which are intended to remediate the causes of Pioneer’s disclosure
procedures and controls ineffectiveness:





●
            adopted
      a Disclosure Committee Charter (see Exhibit 99.1 for more
      details)


●
            appointed
      Pioneer’s officers and directors to the Disclosure
    Committee


●
            adopted
      policy to utilize external service providers to review and provide comment
      on disclosure reports and
statements





Changes in Internal Controls
over Financial Reporting





There
were no changes in Pioneer’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended November
30, 2008, that materially affected, or are reasonably likely to materially
affect, Pioneer’s internal control over financial reporting.





Subsequent
to November 30, 2008, management completed its assessment of Pioneer’s internal
controls over financial reporting and found the internal controls to be
ineffective.  As a result of such assessment, in March 2009 management
decided that certain changes to Pioneer’s internal controls over financial
reporting were required, and those changes should materially affect Pioneer’s
internal control over financial reporting in the future when
implemented.  When funds are available to Pioneer, management will
create a position in Pioneer that will be responsible for to segregate duties
consistent with control objectives and Pioneer will increase its personnel
resources and technical accounting expertise within the accounting function by
(i) appointing one or more outside directors to its board of directors who will
also be appointed to the audit committee of Pioneer resulting in a fully
functioning audit committee that will undertake the oversight in the
establishment and monitoring of required internal controls over financial
reporting, and (ii) preparing and implementing sufficient written policies and
checklists that will set forth procedures for accounting and financial
reporting.





Also, in
March 2009 management made certain changes to Pioneer’s disclosure controls and
procedures and implemented certain remediation procedures, as discussed
above.





PART
II – OTHER INFORMATION





Item
6.  Exhibits





(a)
            Index
      to and Description of Exhibits





All
Exhibits required to be filed with the Form 10-Q are included in this quarterly
report or incorporated by reference to Pioneer’s previous filings with the SEC,
which can be found in their entirety at the SEC website at www.sec.gov under SEC
File Number 333-135743.





Exhibit
              Description
              Status3.1
              Articles
      of Incorporation, filed as an exhibit to Pioneer’s registration statement
      on Form SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
              Filed3.2
              By-Laws,
      filed as an exhibit to Pioneer’s registration statement on Form SB-2 filed
      on July 13, 2006, and incorporated herein by reference.
              Filed10.1
              Property
      Purchase Agreement dated August 25, 2005, filed as an exhibit to Pioneer’s
      registration statement on Form SB-2 filed on July 13, 2006, and
      incorporated herein by reference.
              Filed10.2
              Declaration
      of Trust, filed as an exhibit to Pioneer’s registration statement on Form
      SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
              Filed10.3
              Geological
      Report on the Pipe Claims, filed as an exhibit to Pioneer’s registration
      statement on Form SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
              Filed
    Page
- 3
    Exhibit
              Description
              Status
 10.4
              Letter
      Agreement dated November 5, 2008 between Pioneer Exploration Inc. and
      Scott Macleod, filed as an exhibit to Pioneer’s Form 8-K (Current Report)
      filed on November 13, 2008, and incorporated herein by
      reference.
              Filed10.5
              Letter
      Agreement dated November 5, 2008 between Pioneer Exploration Inc. and Ian
      McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed
      on November 13, 2008, and incorporated herein by
reference.
              Filed10.6
              Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Scott Macleod, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
              Filed10.7
              Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Ian McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
              Filed10.8
              Promissory
      Note dated November 20, 2008 given to Tiger Ventures Group Ltd. by Pioneer
      Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual
      Report) filed on December 2, 2008, and incorporated herein by
      reference.
              Filed14
              Code
      of Ethics, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report)
      filed on April 16, 2008, and incorporated herein by
    reference.
              Filed31
              Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
              Included32
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, filed as an exhibit to Pioneer’s Form 10-Q
      (Quarterly Report) filed on January 8, 2009, and incorporated herein by
      reference.
              Filed99.1
              Disclosure
      Committee Charter, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly
      Report) filed on April 20, 2009, and incorporated herein by
      reference.
              Filed














SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, Pioneer
Exploration Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.








PIONEER
EXPLORATION INC.










Dated:                      May 7,
2009                                                                By:      
/s/ Warren
Robb


Name:               Warren Robb


Title:                CEO and CFO


(Principal Executive Officer
and


Principal Financial
Officer)











Page
- 4















Exhibit
31












Page
- 5







PIONEER
EXPLORATION INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Warren
Robb, certify that:




1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ending
November 30, 2008 of Pioneer Exploration Inc.;




2.  Based
on my knowledge, this 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 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 report;




4. The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;




(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and




(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




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




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  May
7, 2009






/s/
Warren Robb


Warren
Robb






Chief
Executive Officer




Page
- 6




PIONEER
EXPLORATION INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Warren
Robb, certify that:




1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ending
November 30, 2008 of Pioneer Exploration Inc.;




2.  Based
on my knowledge, this 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 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 report;




4. The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;




(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and




(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




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




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  May
7, 2009






/s/
Warren Robb


Warren
Robb






Chief
Financial Officer







Page
- 7