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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB/AAmendment No. 1

|[X]   | Quarterly Report Under Section 13 or 15(d) of the Securities
      Exchange Act of 1934 
      for the quarterly period ended May 31, 2007  
|----- | --------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                             
|[   ] | Transition Report Under Section 13 or 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 small business issuer as specified in its
charter)

|NEVADA                                           | 98-0491551                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

700 West Pender St., Suite 520,Vancouver, British
ColumbiaCanada V6C 1G8(Address of principal executive
offices)

(604) 618-0948Issuer's telephone
number

n/a(Former name, former address and former
fiscal year, if changed since last report)

Check whether the issuer (1) 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[   ]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act).    Yes[X]
   No[   ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 11,264,500
shares of common stock as of July 10, 2007.

Transitional Small Business Disclosure Format (check one):    Yes[ 
   ] No[X]

i

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EXPLANATORY NOTE

Pioneer Exploration Inc. has filed this Amendment No. 1 to Form 10-QSB to amend
  its quarterly report for the nine months ended May 31, 2007 to indicate that
  it is a “shell company”, as defined in the Rule 12b-2 of the Securities
  Exchange Act of 1934.

ii

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PIONEER EXPLORATION INC.

Quarterly Report On Form 10-QSBFor The Quarterly
Period EndedMay 31, 2007

INDEX

|PART I  FINANCIAL INFORMATION | 1                                                                
|------------------------------ | -----------------------------------------------------------------
|Item 1.                        | Financial Statements                                             
|Item 2.                        | Managements Discussion and Analysis or Plan of Operation        
|Item 3.                        | Controls and Procedures                                          
|                               |                                                                  
|PART II  OTHER INFORMATION    | 7                                                                
|Item 1.                        | Legal Proceedings                                                
|Item 2.                        | Unregistered Sales of Equity
      Securities and Use of Proceeds
|Item 3.                        | Defaults Upon
      Senior Securities                            
|Item 4.                        | Submission of Matters to a Vote
      of Securities Holders      
|Item 5.                        | Other Information                                                
|Item 6.                        | Exhibits                                                         

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding our capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding our ability
to carry out our planned exploration programs on our mineral properties.
Forward-looking statements are made, without limitation, in relation to our
operating plans, our liquidity and financial condition, availability of funds,
operating and exploration costs and the market in which we compete. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as may, will, should,
expect, plan, intend, anticipate, believe, estimate, predict,
potential or continue, the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined
below, and, from time to time, in other reports we file with the SEC. These
factors may cause our actual results to differ materially from any
forward-looking statement. We disclaim any obligation to publicly update these
statements, or disclose any difference between our actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.

iii

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PART I  FINANCIAL INFORMATION

|Item 1. | Financial Statements
|------- | --------------------

The following unaudited interim financial statements of Pioneer
Exploration Inc. (the Company) are included in this Quarterly Report on Form
10-QSB:

|                                                                                                                                                                           | Page
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                           |     
|Balance
      Sheets as at May 31, 2007 (unaudited) and August 31, 2006                                                                                                    | F-1 
|                                                                                                                                                                           |     
|Statements
      of Operations for the three months and nine months ended May 31, 2007 and
      2006 and for the period from incorporation (June 9, 2005) to May 31, 2007 | F-2 
|                                                                                                                                                                           |     
|Statements
      of Cash Flows for the nine months ended May 31, 2007 and 2006                                                                                             | F-3 
|                                                                                                                                                                           |     
|Notes
      to Financial Statements                                                                                                                                        | F-4 

- 1 -

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Pioneer Exploration Inc.(An Exploration
Stage Company)Balance Sheets(Expressed in U.S. dollars)

|                                                                      |  | May 31, 2007 |   |  | August 31, 2006 |  
|--------------------------------------------------------------------- |  | ------------ | - |  | --------------- | -
|                                                                      |  | **$**        |   |  | **$**           |  
|                                                                      |  | (Unaudited)  |   |  |                 |  
|                                                                      |  |              |   |  |                 |  
|ASSETS                                                                |  |              |   |  |                 |  
|Current Assets                                                        |  |              |   |  |                 |  
|Cash                                                                  |  | 1,299        |   |  | 23,991          |  
|Total Assets                                                          |  | 1,299        |   |  | 23,991          |  
|                                                                      |  |              |   |  |                 |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                        |  |              |   |  |                 |  
|Current Liabilities                                                   |  |              |   |  |                 |  
|Accounts payable                                                      |  | 663          |   |  | 3,000           |  
|Accrued liabilities                                                   |  | 9,445        |   |  | 200             |  
|Due to
      related party (Note3(a))                                 |  | 387          |   |  |                |  
|Total Liabilities                                                     |  | 10,495       |   |  | 3,200           |  
|                                                                      |  |              |   |  |                 |  
|Contingencies (Note 1)                                                |  |              |   |  |                 |  
|                                                                      |  |              |   |  |                 |  
|Stockholders Equity (Deficit)                                        |  |              |   |  |                 |  
|                                                                      |  |              |   |  |                 |  
|Preferred Stock, 10,000,000 shares
      authorized, $0.001 par value |  |              |   |  |                 |  
|No shares issued and outstanding                                      |  |             |   |  |                |  
|                                                                      |  |              |   |  |                 |  
|Common Stock, 65,000,000 shares authorized, $0.001 par
      value    |  |              |   |  |                 |  
|11,264,500 shares issued and outstanding                              |  | 11,265       |   |  | 11,265          |  
|                                                                      |  |              |   |  |                 |  
|Additional Paid-In Capital                                            |  | 59,636       |   |  | 59,636          |  
|                                                                      |  |              |   |  |                 |  
|Donated Capital (Note 3(b))                                           |  | 18,000       |   |  | 11,250          |  
|                                                                      |  |              |   |  |                 |  
|Deficit Accumulated During the Exploration Stage                      |  | (98,097      | ) |  | (61,360         | )
|Total
      Stockholders Equity (Deficit)                            |  | (9,196       | ) |  | 20,791          |  
|Total Liabilities and Stockholders Equity (Deficit)                  |  | 1,299        |   |  | 23,991          |  

(The accompanying notes are an integral part of these financial
statements.)

F-1

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Pioneer Exploration Inc.(An Exploration Stage
Company)Statements of Operations(Expressed in U.S.
dollars)(unaudited)

|                                             | Accumulated from       |   |                    |   |                    |   |                    |   |                    |  
|-------------------------------------------- | ---------------------- | - | ------------------ | - | ------------------ | - | ------------------ | - | ------------------ | -
|                                             | **June 9, 2005 (Date** |   | For the Three      |   | For the Three      |   | For the Nine       |   | For the Nine       |  
|                                             | of Inception) to       |   | Months Ended       |   | Months Ended       |   | **Months Ended**   |   | **Months Ended**   |  
|                                             | May
      31, 2007     |   | May
      31, 2007 |   | May
      31, 2006 |   | May
      31, 2007 |   | May
      31, 2006 |  
|                                             | **$**                  |   | **$**              |   | **$**              |   | **$**              |   | **$**              |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Revenue                                      |                       |   |                   |   |                   |   |                   |   |                   |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Expenses                                     |                        |   |                    |   |                    |   |                    |   |                    |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Donated rent (Note
      3(b))               | 6,000                  |   | 750                |   | 750                |   | 2,250              |   | 2,250              |  
|Donated services (Note 3(b))                 | 12,000                 |   | 1,500              |   | 1,500              |   | 4,500              |   | 4,500              |  
|General and administrative                   | 7,121                  |   | 2,867              |   | 857                |   | 4,007              |   | 1,544              |  
|Impairment loss on mineral properties        | 7,500                  |   |                   |   | 3,302              |   |                   |   | 7,500              |  
|Mineral property
      costs                 | 2,873                  |   |                   |   | 448                |   | 2,425              |   | 448                |  
|Professional fees                            | 62,603                 |   | 5,819              |   | 9,581              |   | 23,555             |   | 26,753             |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Total Expenses                               | 98,097                 |   | 10,936             |   | 16,438             |   | 36,737             |   | 42,995             |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Net Loss                                     | (98,097                | ) | (10,936            | ) | (16,438            | ) | (36,737            | ) | (42,995            | )
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Net Loss Per Share
       Basic and Diluted |                        |   |                   |   |                   |   |                   |   |                   |  
|                                             |                        |   |                    |   |                    |   |                    |   |                    |  
|Weighted Average Shares
      Outstanding    |                        |   | 11,264,500         |   | 11,225,000         |   | 11,264,500         |   | 11,117,000         |  

(The accompanying notes are an integral part of these financial
statements.)

F-2

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Pioneer Exploration Inc.(An Exploration Stage
Company)Statements of Cash Flows(Expressed in U.S.
dollars)(unaudited)

|                                                |  | For the Nine       |   |  | For the Nine           |  
|----------------------------------------------- |  | ------------------ | - |  | ---------------------- | -
|                                                |  | Months Ended       |   |  | **Months Ended**       |  
|                                                |  | May
      31, 2007 |   |  | **May**
      31, 2006 |  
|                                                |  | **$**              |   |  | **$**                  |  
|Operating Activities                            |  |                    |   |  |                        |  
|Net loss                                        |  | (36,737            | ) |  | (42,995                | )
|Adjustments to reconcile net loss to net cash   |  |                    |   |  |                        |  
|used in operating activities:                   |  |                    |   |  |                        |  
|Donated services and rent                       |  | 6,750              |   |  | 6,750                  |  
|Impairment loss
      on mineral property costs |  |                   |   |  | 7,500                  |  
|Changes in operating assets and liabilities:    |  |                    |   |  |                        |  
|Accounts payable                                |  | (2,337             | ) |  |                       |  
|Accrued liabilities                             |  | 9,245              |   |  | 4,163                  |  
|Due to related party                            |  | 387                |   |  |                       |  
|Net Cash Used In
      Operating Activities     |  | (22,692            | ) |  | (24,582                | )
|Investing Activities                            |  |                    |   |  |                        |  
|Acquisition of mineral properties               |  |                   |   |  | (7,500                 | )
|Net Cash Used in Investing Activities           |  |                   |   |  | (7,500                 | )
|Financing Activities                            |  |                    |   |  |                        |  
|Proceeds from issuance of
      common stock    |  |                   |   |  | 53,876                 |  
|Net Cash Provided
      By Financing Activities |  |                   |   |  | 53,876                 |  
|Increase (Decrease) in Cash                     |  | (22,692            | ) |  | 21,794                 |  
|Cash - Beginning
      of Period                |  | 23,991             |   |  | 16,331                 |  
|Cash - End of Period                            |  | 1,299              |   |  | 38,125                 |  
|Non-cash Investing and Financing Activities     |  |                    |   |  |                        |  
|Common shares issued to settle debt             |  |                   |   |  | 6,000                  |  
|Supplemental Disclosures                        |  |                    |   |  |                        |  
|Interest paid                                   |  |                   |   |  |                       |  
|Income taxes
      paid                         |  |                   |   |  |                       |  

(The accompanying notes are an integral part of these financial
statements.)

F-3

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Pioneer Exploration Inc.(An Exploration Stage
Company)Notes to the Financial Statements(Expressed in U.S.
dollars)(unaudited)

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company was incorporated in the State of Nevada on
      June 9, 2005. The Company is an Exploration Stage Company, as defined by
      Statement of Financial Accounting Standard (SFAS) No.7 Accounting
      and Reporting by Development Stage Enterprises. The Companys
      principal business is the acquisition and exploration of mineral
      resources. The Company has not presently determined whether its properties
      contain mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, confirmation of the Companys interests
      in the underlying properties, and the attainment of profitable operations.
      As at May 31, 2007, the Company has a working capital deficiency of $9,196
      and has accumulated losses of $98,097 since inception. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-4

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Pioneer Exploration Inc.(An Exploration Stage
Company)Notes to the Financial Statements(Expressed in U.S.
dollars)(unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
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|   | h)                                                        
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|   | i)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           

F-5

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Pioneer Exploration Inc.(An Exploration Stage
Company)Notes to the Financial Statements(Expressed in U.S.
dollars)(unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-6

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Pioneer Exploration Inc.(An Exploration Stage
Company)Notes to the Financial Statements(Expressed in U.S.
dollars)(unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company entered into an Agreement dated August 25,
      2005 to acquire a 100% interest in three mineral claims located near Yale,
      British Columbia, Canada, for consideration of $7,500. The claims are
      registered in the name of the Secretary of the Company, who has executed a
      trust agreement whereby the Secretary agreed to hold the claims in trust
      on behalf of the Company. The Vendor retains a 2% net smelter royalty. The
      cost of the mineral property was initially capitalized. As at August 31,
      2006, the Company recognized an impairment loss of $7,500, as it has not
      yet been determined whether there are proven or probable reserves on the
      property.

F-7

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|Item 2. | Managements Discussion and Analysis or Plan
      of Operation
|------- | ---------------------------------------------------------------

The following discussion of our financial condition, changes in
financial condition and results of operations for the nine months ended May 31,
2007 should be read in conjunction with our unaudited financial statements and
related notes for the nine months ended May 31, 2007.

Overview of our Business

We are a Nevada corporation with its business offices located
at 700 West Pender St., Suite 520, Vancouver BC V6C 1G8. Our telephone number is
(604) 618-0948. We were incorporated in Nevada on June 9, 2005. Since our
inception, we have been engaged in the business of exploring for minerals,
primarily nickel and molybdenum, and acquiring and exploring mineral properties
in Canada, solely in British Columbia.

We hold a 100% beneficial interest in three mineral exploration
claims named Pipe 1 (Tenure No. 525619), Queen 1 (Tenure No. 525620) and Queen 2
(Tenure No. 525623), that are collectively known as the Pipe Property and which
are situated along Sawmill Creek, a tributary of the Fraser River, approximately
6.3 km (3.9 miles) northwest of Yale, B.C. in the New Westminster mining
division of British Columbia. We are exploring for nickel and molybdenum on the
property.

We have not generated any revenue or conducted any development
operations since inception. We intend to conduct exploration activities during
2007 and beyond.

We acquired the Pipe Property pursuant to a purchase agreement
dated August 25, 2005. Thomas J. Brady, a director of our company, is holding
the property in trust for us.

Exploration Stage Company

We are an exploration stage company. All of our projects are at
the exploration stage and there is no assurance that any of our mining
properties contain a commercially viable ore body. We plan to undertake further
exploration of our properties. We anticipate that we will require additional
financing in order to pursue full property exploration. We do not have
sufficient financing to undertake full exploration of our mineral claims at
present and there is no assurance that we will be able to obtain the necessary
financing.

There is no assurance that a commercially viable mineral
deposit exists on any of our mineral properties. Further exploration beyond the
scope of our planned exploration activities will be required before a final
evaluation as to the economic and legal feasibility of mining of any of our
properties is determined. There is no assurance that further exploration will
result in a final evaluation that a commercially viable mineral deposit exists
on any of our mineral properties.

Our Plan of Operations

Our plan of operations is to carry out a two phase preliminary
exploration program on the Pipe property that has been recommended by our
independent geologist. Based on early results, Phase I will include locating and
defining three previously discovered mineralized breccia zones and prospecting
for new mineralized zones. This cost is estimated at approximately $4,470 (CDN$
5,280)as follows:

Geological
      Technician
    4 days
      @ $400/day
    CDN$
      1,600Prospector
    4 days
      @ $300/day
    CDN$
      1,200Truck Rental
    4 days
      @ $100/day
    CDN$
      400Room and Board
    8 man
      days @ $60/man/day
    CDN$
      480


2

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Field Supplies
    
    CDN$
      100Summary Report
    
    CDN$
      1,000Contingency @ 10%
    
    CDN$
      500TOTAL
    
    CDN$ 5,280


Phase II will consist of 10 line kilometres of cut line and
I.P. geophysics at a cost of approximately $38,075 (CDN$ 45,000) as follows:

10 km cut line @
      $1,500/km
    CDN$
      15,000I.P. Geophysics @
      $3,000/km
    CDN$
      30,000TOTAL
    CDN$ 45,000


We were unable to complete Phase I of our exploration program
due to snow cover on our property. We anticipate completing Phase I during the
fourth quarter of fiscal 2007. Our determination to proceed with Phase II will
be based on the results of Phase I and our ability to raise the financing
necessary to complete this second phase.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses in the reporting period. The Company regularly evaluates
estimates and assumptions related to deferred income tax asset valuation
allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Companys estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.

Mineral Property Costs

The Company has been in the exploration stage since its
inception on June 9, 2005 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of mining
properties. Mineral property exploration costs are expensed as incurred. Mineral
property acquisition costs are initially capitalized when incurred using the
guidance in EITF 04-02, Whether Mineral Rights Are Tangible or Intangible
Assets. The Company assesses the carrying costs for impairment under SFAS
No. 144, Accounting for Impairment or Disposal of Long Lived Assets at
each fiscal quarter end. When it has been determined that a mineral property can
be economically developed as a result of establishing proven and probable
reserves, the costs then incurred to develop such property, are capitalized.
Such costs will be amortized using the units-of-production method over the
estimated life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

In accordance with Financial Accounting Standards Board
(FASB) SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, the carrying value of intangible assets and other
long-lived assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest

3

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impairment. The Company recognizes
impairment when the sum of the expected undiscounted future cash flows is less
than the carrying amount of the asset. Impairment losses, if any, are measured
as the excess of the carrying amount of the asset over its estimated fair
value.

Results Of Operations  Nine months
Ended May 31, 2007 and 2006

References to the discussion below to
fiscal 2007 are to our current fiscal year which will end on August 31, 2007.
References to fiscal 2006 is to our fiscal year ended August 31, 2006.

| |                                | Accumulated from June 9, 2005
      (Date of Inception) to May 31, 2007 |   | For the Three Months Ended
      May 31, 2007 |   | For the Three Months Ended
      May 31, 2006 |   | For the Nine Months Ended
      May 31, 2007 |   | For the Nine Months Ended
      May 31, 2006 |  
| | ------------------------------ | ----------------------------------------------------------------------- | - | --------------------------------------------- | - | --------------------------------------------- | - | -------------------------------------------- | - | -------------------------------------------- | -
| |                                | **$**                                                                   |   | **$**                                         |   | **$**                                         |   | **$**                                        |   | **$**                                        |  
| |                                | (Unaudited)                                                             |   | (Unaudited)                                   |   | (Unaudited)                                   |   | (Unaudited)                                  |   | (Unaudited)                                  |  
| | Revenue                        |                                                                        |   |                                              |   |                                              |   |                                             |   |                                             |  
| |                                |                                                                         |   |                                               |   |                                               |   |                                              |   |                                              |  
| |                                |                                                                         |   |                                               |   |                                               |   |                                              |   |                                              |  
| | Expenses                       |                                                                         |   |                                               |   |                                               |   |                                              |   |                                              |  
| |                                |                                                                         |   |                                               |   |                                               |   |                                              |   |                                              |  
| | Donated rent (Note
      3(b)) | 6,000                                                                   |   | 750                                           |   | 750                                           |   | 2,250                                        |   | 2,250                                        |  
| | Donated services (Note 3(b))   | 12,000                                                                  |   | 1,500                                         |   | 1,500                                         |   | 4,500                                        |   | 4,500                                        |  
| | General and administrative     | 7,121                                                                   |   | 2,867                                         |   | 857                                           |   | 4,007                                        |   | 1,544                                        |  
| | Impairment loss on mineral     |                                                                         |   |                                              |   | 3,302                                         |   |                                             |   |                                              |  
| | properties                     | 7,500                                                                   |   |                                               |   |                                               |   |                                              |   | 7,500                                        |  
| | Mineral property costs         | 2,873                                                                   |   |                                              |   | 448                                           |   | 2,425                                        |   | 448                                          |  
| | Professional fees              | 62,603                                                                  |   | 5,819                                         |   | 9,581                                         |   | 23,555                                       |   | 26,753                                       |  
| | Total Expenses                 | 98,097                                                                  |   | 10,936                                        |   | 16,438                                        |   | 36,737                                       |   | 42,995                                       |  
| | Net Loss for the Period        | (98,097                                                                 | ) | (10,936                                       | ) | (16,438                                       | ) | (36,737                                      | ) | (42,995                                      | )

Donated Rent

Donated rent is attributable to a rent expense of $250 per
month attributable to the provision of our business premises without cost by Mr.
Tom Brady, our secretary and treasurer.

Donated Services

Donated services are attributable to an expense of $250 per
month in respect of services without compensation provided by Mr. Warren Robb,
our president, and an expense of $250 per month in respect of services without
compensation provided by Mr. Thomas Brady, our secretary and treasurer.

Mineral Property Costs

Mineral property costs incurred during the nine months of
fiscal 2007 were attributable to the payments made to maintain title to the
Companys mineral claims.

Professional Fees

Professional expenses included legal, accounting and auditing
expenses associated with our corporate organization, the preparation of our
financial statements and our filing of a registration statement with the
Securities and Exchange Commission.

4

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Loss

Our entire loss since inception totals $98,097 including
$62,603 for professional fees, $12,000 for donated services, $6,000 for donated
rent and $7,500 impairment loss on mineral properties.

Liquidity And Capital Resources

Cash and Working Capital

As at May 31, 2007, we had cash of $1,299 and a working capital
deficit of $9,196, compared to cash of $23,991 and working capital of $20,791 as
at August 31, 2006.

Plan Of Operations

We expect to commence Phase I of our exploration activities by
the end of fiscal 2007 and this will cause us to incur exploration and property
costs for the year ending August 31, 2007. Exploration expenditures for Phase I
and Phase II of our exploration program have a preliminary budget of
approximately $42,541 (CDN$ 50,280). In order to renew our mineral claim and
keep it in good standing, we have to pay approximately $4,395 (CDN$ 5,194) each
year to the British Columbia Mineral Titles Branch or instead, complete and file
an assessment report detailing the equivalent in work on the claims for each
year. Operational overhead for all of 2007 should be less than $45,000. We
currently do not have sufficient funds to conduct our planned 2007 exploration
program and we will need to raise additional funding for our intended corporate
and exploration activities in the next 12 months.

Cash Used In Operating Activities

We used cash of $22,692 in operating activities during the
first nine months of fiscal 2007 compared to cash used of $24,582 in operating
activities during the first nine months of fiscal 2006.

Cash From Investing Activities

We did not use any cash in investing activities during the
first nine months of fiscal 2007. Cash of $7,500 was used in investing
activities during the first nine months of fiscal 2006 which was attributable to
our acquisition of our mineral properties.

Cash from Financing Activities

We did not generate any cash from financing activities during
the first nine months of fiscal 2007. We generated cash of $53,876 from
financing activities during the first nine months of fiscal 2006, all of which
was attributable to shares issued for cash.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive business activities. For these
reasons our auditors stated in their report that they have substantial doubt we
will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.

5

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Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

|Item 3. | Controls and Procedures
|------- | -----------------------

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of May 31,
2007, being the date of our most recently completed quarter. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. Warren Robb. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the rules and forms of the Securities and Exchange
Commission (the SEC).

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief
Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended May 31, 2007, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended May 31, 2007.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, 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 and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

6

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PART II  OTHER INFORMATION

|Item 1.                                                                                                                                                   | Legal Proceedings                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------
|                                                                                                                                                         
|We currently are not a party to any material
      legal proceedings and to our knowledge, no such proceedings are threatened
      or contemplated.     
|                                                                                                                                                         
|Item 2.                                                                                                                                                   | Unregistered Sales of Equity Securities and
      Use of Proceeds
|                                                                                                                                                          |                                                                  
|We did not complete any sales of securities
      without registration under the Securities Act of 1933 during the three
      months ended May 31, 2007.
|                                                                                                                                                         
|Item 3.                                                                                                                                                   | Defaults Upon Senior Securities                                  
|                                                                                                                                                          |                                                                  
|None.                                                                                                                                                     |                                                                  
|                                                                                                                                                          |                                                                  
|Item 4.                                                                                                                                                   | Submission of Matters to a Vote of
      Securities Holders      
|                                                                                                                                                         
|No matters were submitted to our security holders
      for a vote during the three months ended May 31, 2007.                                           
|                                                                                                                                                         
|Item 5.                                                                                                                                                   | Other Information                                                
|                                                                                                                                                          |                                                                  
|None.                                                                                                                                                     |                                                                  
|                                                                                                                                                          |                                                                  
|Item 6.                                                                                                                                                   | Exhibits                                                         
|                                                                                                                                                          |                                                                  
|The following exhibits are included with this
      Quarterly Report on Form 10-QSB:                                                                     

|Exhibit |                                                                                                                                                                                                                                           
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                                                    
|3.1     | Articles of Incorporation (1)                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                           
|3.2     | By-Laws (1)                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                           
|10.1    | Property Purchase Agreement dated
      August 25, 2005(1)                                                                                                                                                                                
|        |                                                                                                                                                                                                                                           
|10.2    | Declaration of Trust(1)                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                           
|10.3    | Geological Report on the Pipe Claims(1)                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                           
|31.1    | Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act (2)                                                                                                       
|        |                                                                                                                                                                                                                                           
|32.1    | Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002 (2)

|(1) | Filed as an exhibit to the registration statement on Form
      SB-2 filed with the SEC on July 13, 2006.
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|(2) | Filed as an exhibit to this Amendment No. 1 to Quarterly
        Report on Form 10-QSB.                  

7

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

PIONEER EXPLORATION INC.

| | By: | /s/ Warren Robb                                           | 
| | --- | --------------------------------------------------------- | 
| |     |                                                           | 
| |     | Warren Robb                                               | 
| |     | Chief Executive Officer and Chief
      Financial Officer | 
| |     |                                                           | 
| |     | Date: September 25, 2007                                  | 

8

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