---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February
  29, 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.)
|                                                                             |                                     
|700 West Pender Street, Suite 520, Vancouver,
      British Columbia, Canada | V6C 1G8                             
|(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 April 11, 2008
|------------------------------- | -----------------------------
|common stock - $0.001 par value | 11,264,500                   

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 2
|-------------- | ------------------------ | -

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

PIONEER EXPLORATION INC.(an exploration stage company)

INTERIM FINANCIAL STATEMENTS

February 29, 2008

(Unaudited)





|                                        | Index
|--------------------------------------- | -----
|                                        |      
|Balance Sheets                          | F-1  
|                                        |      
|Statements of Operations                | F-2  
|                                        |      
|Statements of Cash Flows                | F-3  
|                                        |      
|Notes to the Financial
      Statements | F-4  

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 3
|-------------- | ------------------------ | -

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

|                                                                      | February 29, |   | August 31, |  
|--------------------------------------------------------------------- | ------------ | - | ---------- | -
|                                                                      | 2008         |   | 2007       |  
|                                                                      | $            |   | $          |  
|                                                                      | (unaudited)  |   |            |  
|                                                                      |              |   |            |  
|ASSETS                                                                |              |   |            |  
|                                                                      |              |   |            |  
|Current Assets                                                        |              |   |            |  
|                                                                      |              |   |            |  
|Cash                                                                  | 311          |   | 162        |  
|                                                                      |              |   |            |  
|Total Assets                                                          | 311          |   | 162        |  
|                                                                      |              |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                 |              |   |            |  
|                                                                      |              |   |            |  
|Current Liabilities                                                   |              |   |            |  
|                                                                      |              |   |            |  
|Accounts payable                                                      | 20,137       |   | 5,701      |  
|Accrued liabilities                                                   | 30,663       |   | 749        |  
|Due to related party (Note3(a))                                       | 17,239       |   | 11,263     |  
|                                                                      |              |   |            |  
|Total Liabilities                                                     | 68,039       |   | 17,713     |  
|                                                                      |              |   |            |  
|Contingencies (Note 1)                                                |              |   |            |  
|                                                                      |              |   |            |  
|Stockholders 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))                                           | 24,750       |   | 20,250     |  
|                                                                      |              |   |            |  
|Deficit Accumulated During the Exploration Stage                      | (163,379     | ) | (108,702   | )
|                                                                      |              |   |            |  
|Total Stockholders Deficit                                           | (67,728      | ) | (17,551    | )
|                                                                      |              |   |            |  
|Total Liabilities and Stockholders Deficit                           | 311          |   | 162        |  

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

F-1

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 4
|-------------- | ------------------------ | -

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

Accumulated from
      
      For the
      
      For the
      
      For the
      
      For theJune 9, 2005
      
      Three Months
      
      Three Months
      
      Six Months
      
      Six Months(Date of Inception)
      
      Ended
      
      Ended
      
      Ended
      
      Endedto February 29,
      
      February 29,
      
      February 28,
      
      February 29,
      
      February 28,2008
      
      2008
      
      2007
      
      2008
      
      2007$
      
      $
      
      $
      
      $
      
      $Revenue
      
      
      
      
      
      
      
      
      ExpensesDonated rent
        (Note 3(b))
      8,250
      
      750
      
      750
      
      1,500
      
      1,500Donated services (Note 3(b))
      16,500
      
      1,500
      
      1,500
      
      3,000
      
      3,000General and administrative
      10,086
      
      1,304
      
      837
      
      2,085
      
      1,140Impairment loss on mineral properties
      7,500
      
      
      
      
      
      
      
      Mineral property
        costs
      5,887
      
      141
      
      2,425
      
      141
      
      2,425Professional fees
      115,156
      
      36,194
      
      12,848
      
      47,951
      
      17,736Total Expenses
      163,379
      
      39,889
      
      18,360
      
      54,677
      
      25,801Net Loss
      (163,379
      )
      (39,889
      )
      (18,360
      )
      (54,677
      )
      (25,801
      )Net Loss Per Share
         Basic and Diluted
      
      
      
      
      
      
      
      
      Weighted Average Shares Outstanding
      
      
      11,265,000
      
      11,265,000
      
      11,265,000
      
      11,390,000


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

F-2

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 5
|-------------- | ------------------------ | -

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

|                                                           | For the      |   | For the      |  
|---------------------------------------------------------- | ------------ | - | ------------ | -
|                                                           | Six Months   |   | Six Months   |  
|                                                           | Ended        |   | Ended        |  
|                                                           | February 29, |   | February 28, |  
|                                                           | 2008         |   | 2007         |  
|                                                           | $            |   | $            |  
|Operating Activities                                       |              |   |              |  
|                                                           |              |   |              |  
|Net loss                                                   | (54,677      | ) | (25,801      | )
|                                                           |              |   |              |  
|Adjustment to reconcile net loss
      to net cash used in |              |   |              |  
|operating activities                                       |              |   |              |  
|Donated services
      and rent                            | 4,500        |   | 4,500        |  
|                                                           |              |   |              |  
|Changes in operating assets and liabilities                |              |   |              |  
|                                                           |              |   |              |  
|Accounts payable                                           | 14,437       |   | (3,000       | )
|Accrued liabilities                                        | 29,913       |   | 12,329       |  
|Due from related party                                     | 1,723        |   | (43          | )
|                                                           |              |   |              |  
|Net Cash Used in Operating Activities                      | (4,104       | ) | (12,015      | )
|                                                           |              |   |              |  
|Financing Activities                                       |              |   |              |  
|                                                           |              |   |              |  
|Advances from related party                                | 4,253        |   |             |  
|                                                           |              |   |              |  
|Net Cash Provided by Financing Activities                  | 4,253        |   |             |  
|                                                           |              |   |              |  
|Increase (Decrease) in Cash                                | 149          |   | (12,015      | )
|                                                           |              |   |              |  
|Cash - Beginning of Period                                 | 162          |   | 23,991       |  
|                                                           |              |   |              |  
|Cash - End of Period                                       | 311          |   | 11,976       |  
|                                                           |              |   |              |  
|Supplemental Disclosures                                   |              |   |              |  
|Interest paid                                              |             |   |             |  
|Income taxes paid                                          |             |   |             |  

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

F-3

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 6
|-------------- | ------------------------ | -

Pioneer Exploration Inc.(An Exploration Stage
Company) Notes to 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 February 29, 2008, the Company has a working capital deficiency of
      $67,728 and has accumulated losses of $163,379 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) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | These financial statements and related notes are
      presented in accordance with accounting principles generally accepted in
      the United States, and are expressed in US dollars. The Companys fiscal
      year-end is August 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | b) | Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | These interim unaudited financial statements have been
      prepared on the same basis as the annual financial statements and in the
      opinion of management, reflect all adjustments, which include only normal
      recurring adjustments, necessary to present fairly the Companys financial
      position, results of operations and cash flows for the periods shown. The
      results of operations for such periods are not necessarily indicative of
      the results expected for a full year or for any future period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | c) | 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 the
      recovery of long-lived assets, donated expenses and 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | d) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-4

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 7
|-------------- | ------------------------ | -

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

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

F-5

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 8
|-------------- | ------------------------ | -

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

F-6

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 9
|-------------- | ------------------------ | -

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-7

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 10
|-------------- | ------------------------ | --

|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 had not yet been determined whether there are proven or probable
        reserves on the property. On January 16, 2008, the three mineral claims
        were allowed to lapse due to poor results from the first phase of the
        exploration program.

F-8

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 11
|-------------- | ------------------------ | --

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operation.

The following discussion of Pioneers financial condition,
changes in financial condition and results of operations for the three and six
months ended February 29, 2008 should be read in conjunction with Pioneers
unaudited financial statements and related notes for the three and six months
ended February 29, 2008.

Forward Looking Statements

This quarterly report on Form 10-Q 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 Pioneers capital needs, business plans and expectations.
Such forward-looking statements involve risks and uncertainties regarding
Pioneers ability to carry out its planned exploration programs on its mineral
properties. Forward-looking statements are made, without limitation, in relation
to Pioneers operating plans, Pioneers liquidity and financial condition,
availability of funds, operating and exploration costs and the market in which
Pioneer competes. 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 Pioneer files
with the SEC. These factors may cause Pioneers actual results to differ
materially from any forward-looking statement. Pioneer disclaims any obligation
to publicly update these statements, or disclose any difference between its
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.

Overview

Pioneer is engaged in the acquisition and exploration of
mineral exploration properties. Up until January17, 2008, Pioneer held a 100%
beneficial interest in three mineral exploration claims named Pipe 1, Queen 1
and Queen 2, which were collectively known as the Pipe Property and
which were situated along Sawmill Creek, a tributary of the Fraser River,
approximately 6.3 kilometres (3.9 miles) northwest of Yale, British Columbia in
the New Westminster mining division of British Columbia, Canada. Pioneer
acquired the Pipe Property pursuant to a purchase agreement dated August 25,
2005. Thomas J. Brady, a director of Pioneer, was holding the property in trust
for Pioneer.

Pioneer conducted the first phase of an initial preliminary
exploration program for nickel and molybdenum on the Pipe Property. Pioneer
obtained a geological report in November 2007 that summarizes the results and
conclusions of this initial phase, which concluded that further exploration of
the Pipe Property is not warranted. Accordingly, Pioneer has abandoned any
further exploration of the Pipe Property and on January 16, 2008 Pioneer allowed
its registration on the Pipe Property to lapse.

Pioneer is presently seeking to acquire a new mineral or oil
and gas exploration property. Pioneer has minimal finances and accordingly there
is no assurance that it will be able to acquire an interest in a new property.
Management anticipates that Pioneer will have to complete additional financings
in connection with the acquisition of any new property. To date, Pioneer has not
entered into any agreement for the acquisition of any interest in a new
property. Further, Pioneer has no arrangements for any financing required to
fund its continued operations or the acquisition of any interest in a new
property. Based on its financial position, there is no assurance that Pioneer
will be able to continue its business operations.

Pioneer has not generated any revenue or conducted any
development operations since inception.

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 12
|-------------- | ------------------------ | --

Exploration Stage Company

Pioneer is an exploration stage company. Pioneer has abandoned
exploration of its only mineral property, the Pipe Property, based on the
results of a preliminary exploration program that Pioneer had completed on its
mineral property. Accordingly, Pioneer does not own any mineral properties that
warrant further exploration.

Plan of Operation

Pioneers plan of operations is to seek to acquire an interest
in a new mineral or oil and gas exploration property. Pioneer has minimal
finances and accordingly there is no assurance that it will be able to acquire
an interest in any new property. Management anticipates that Pioneer will have
to complete additional financings in connection with the acquisition of any
interest in a new property. To date, Pioneer has not entered into any agreements
for the acquisition of any interest in a new property. Further, Pioneer has no
arrangements for any financing required to fund its continued operations or the
acquisition of any interest in a new property. Further, even if Pioneer is able
to acquire an interest in a new property, there is no assurance that it will be
able to raise the financing necessary to complete exploration of the new
property. Based on Pioneers financial position, there is no assurance that
Pioneer will be able to continue its business operations.

In addition, management anticipates incurring the following
expenses during the next 12 month period:

| | (a) | Management anticipates, in addition to funding its working
        capital deficit, spending approximately $42,000 for the next 12 months.
        The general and administrative expenses for the year will consist primarily
        of professional fees for the audit and legal work relating to Pioneer’s
        regulatory filings throughout the year, as well as transfer agent fees,
        and general office expenses.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | As at February 29, 2008, Pioneer had cash of $311 and
        a working capital deficit of $67,728. Accordingly, Pioneer will require
        additional financing in the amount of $109,728 in order to fund its obligations
        as a reporting company under the *Securities Act of 1934* and its
        general and administrative expenses for the next 12 months.                                                        

During the 12 month period following the date of this quarterly
  report, management anticipates that Pioneer will not generate any revenue. Accordingly,
  Pioneer will be required to obtain additional financing in order to continue
  its plan of operations. Management believes that debt financing will not be
  an alternative for funding Pioneers plan of operations as Pioneer does
  not have tangible assets to secure any debt financing. Management anticipates
  that additional funding will be in the form of equity financing from the sale
  of Pioneers common stock. However, Pioneer does not have any financing
  arranged and it cannot provide investors with any assurance that it will be
  able to raise sufficient funding from the sale of its common stock to fund its
  plan of operations. In the absence of such financing, Pioneer will not be able
  to acquire any interest in a new property and its business plan will fail. Even
  if Pioneer is successful in obtaining equity financing and acquires an interest
  in a new property, additional exploration property will be required before a
  determination as to whether commercially exploitable mineralization or quantities
  of oil or gas are present. If Pioneer does not continue to obtain additional
  financing, it will be forced to abandon its business and its plan of operations.

Risk Factors

An investment in Pioneers common stock involves a number
  of very significant risks. Prospective investors should refer to all the risk
  factors disclosed in Pioneers Form SB-2/A filed on February 20, 2007.

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 13
|-------------- | ------------------------ | --

Liquidity

Cash and Working Capital

As at February 29, 2008, Pioneer had cash of $311 and a working
capital deficit of $67,728, compared to cash of $162 and working capital of
$17,551 as at August 31, 2007.

Plan of Operations

As described above, Pioneer has abandoned its exploration of
the Pipe Property based on the initial results of its exploration program and in
addition to funding its working capital deficit Pioneer will require $42,000 to
pay for anticipated professional fees and administrative expenses over the next
12 months. Pioneer will require additional financing of an unknown amount if it
is to acquire an interest in a new mineral or oil and gas property. Further,
Pioneer will require additional financing to continue to fund future exploration
activities if it is successful in acquiring an interest in a new property. There
is no assurance that Pioneer will acquire an interest in a new property or any
financing that would enable Pioneer to complete any such acquisition or to carry
out future exploration of any new property.

Cash Used In Operating Activities

Pioneer used cash of $4,104 in operating activities during the
first six months of fiscal 2008 compared to cash used of $12,015 in operating
activities during the first six months of fiscal 2007.

Cash From Investing Activities

Pioneer did not use any cash in investing activities during the
first six months of fiscal 2008 or fiscal 2007.

Cash from Financing Activities

Pioneer generated cash of $4,253 from financing activities
attributable to advances from a director during the first six months of fiscal
2008. Pioneer did not generate any cash from financing activities during the
first six months of fiscal 2007.

Results of Operations  Three and Six months ended February
29, 2008 and 2007

References to the discussion below to fiscal 2008 are to
Pioneers current fiscal year, which will end on August 31, 2008. References to
fiscal 2007 are to Pioneers fiscal year ended August 31, 2007.

|                                      | Accumulated from    |   | For the      |   | For the      |   | For the      |   | For the      |  
|------------------------------------- | ------------------- | - | ------------ | - | ------------ | - | ------------ | - | ------------ | -
|                                      | June 9, 2005        |   | Three Months |   | Three Months |   | Six Months   |   | Six Months   |  
|                                      | (Date of Inception) |   | Ended        |   | Ended        |   | Ended        |   | Ended        |  
|                                      | to February 29,     |   | February 29, |   | February 28, |   | February 29, |   | February 28, |  
|                                      | 2008                |   | 2008         |   | 2007         |   | 2008         |   | 2007         |  
|                                      | $                   |   | $            |   | $            |   | $            |   | $            |  
|                                      |                     |   |              |   |              |   |              |   |              |  
|Revenue                               |                    |   |             |   |             |   |             |   |             |  
|                                      |                     |   |              |   |              |   |              |   |              |  
|Expenses                              |                     |   |              |   |              |   |              |   |              |  
|                                      |                     |   |              |   |              |   |              |   |              |  
|Donated rent                          | 8,250               |   | 750          |   | 750          |   | 1,500        |   | 1,500        |  
|Donated services                      | 16,500              |   | 1,500        |   | 1,500        |   | 3,000        |   | 3,000        |  
|General and administrative            | 10,086              |   | 1,304        |   | 837          |   | 2,085        |   | 1,140        |  
|Impairment loss on mineral properties | 7,500               |   |             |   |             |   |             |   |             |  
|Mineral property
      costs          | 5,746               |   |             |   | 2,425        |   |             |   | 2,425        |  
|Professional fees                     | 115,297             |   | 36,335       |   | 12,848       |   | 48,092       |   | 17,736       |  
|                                      |                     |   |              |   |              |   |              |   |              |  
|Total Expenses                        | 163,379             |   | 39,889       |   | 18,360       |   | 54,677       |   | 25,801       |  
|                                      |                     |   |              |   |              |   |              |   |              |  
|Net Loss                              | (163,379            | ) | (39,889      | ) | (18,360      | ) | (54,677      | ) | (25,801      | )

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 14
|-------------- | ------------------------ | --

Donated Rent

Donated rent is attributable to a rent expense of $250
  per month attributable to the provision of Pioneers business premises
  without cost by Mr. Thomas J. Brady, Pioneers corporate 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, Pioneers CEO, president and director, and an expense of $250 per month in respect of services
without compensation provided by Mr. Thomas Brady, Pioneers corporate secretary and treasurer.

Mineral Property Costs

Pioneer incurred $144 in mineral property costs during the first six months of fiscal 2008. Pioneer has abandoned the exploration program on the Pipe Property.

Professional Fees

Professional expenses included legal, accounting and auditing expenses associated with Pioneers corporate organization, the preparation of its financial statements, and its ongoing reporting obligations under the Securities Exchange Act of
1934.

Going Concern

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

Future Financings

Management anticipates continuing to rely on equity sales of Pioneers common stock in order to continue to fund its business operations. Issuances of additional common stock will result in dilution to Pioneers existing stockholders.
There is no assurance that Pioneer will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.

Off-balance Sheet Arrangements

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

Material Commitments for Capital Expenditures

Pioneer had no contingencies or long-term commitments at February 29, 2008.

Tabular Disclosure of Contractual Obligations

Pioneer is a smaller reporting company as defined by Rule
  12b-2 of the Exchange Act and is not required to provide the information required
  under this item.

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 15
|-------------- | ------------------------ | --

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. Pioneer regularly evaluates
  estimates and assumptions related to the recovery of long-lived assets, donated
  expenses and deferred income tax asset valuation allowances. Pioneer bases its
  estimates and assumptions on current facts, historical experience and various
  other factors that management 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 Pioneer may differ materially and adversely from Pioneer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

Pioneer 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. Pioneer 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Pioneer is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period 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 the reports filed under the Exchange Act is accumulated and
communicated to management, including Warren Robb, Pioneers Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Mr. Robb has evaluated the effectiveness of the design and operation of Pioneers disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the Exchange
Act)) as of the end of the period covered by this quarterly report (the Evaluation Date). Based on such evaluation, Mr. Robb has concluded that, as of the Evaluation Date, Pioneers disclosure controls and
procedures are effective to ensure that information required to be disclosed in the reports Pioneer files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

Changes in Internal Controls

During the quarter of the fiscal year covered by this report, there were no changes in Pioneers internal controls or, to Pioneers knowledge, in other factors that have materially affected, or are reasonably likely to materially affect,
these controls and procedures subsequent to the Evaluation Date.

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 16
|-------------- | ------------------------ | --

Managements Report on Internal Controls over Financial
  Reporting

Pioneer is a smaller reporting company as defined by Rule 12b-2
of the Exchange Act and is not required to provide the information required
under this item.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

Pioneer is not a party to any pending legal proceedings and, to
the best of Pioneers knowledge, none of Pioneers property or assets are the
subject of any pending legal proceedings.

Item 1A. Risk Factors.

Pioneer is a smaller reporting company as defined by Rule 12b-2
of the Exchange Act and is not required to provide the information required
under this item.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

During the quarter of the fiscal year covered by this report,
(i) Pioneer did not modify the instruments defining the rights of its
shareholders, (ii) no rights of any shareholders were limited or qualified by
any other class of securities, and (iii) Pioneer did not sell any unregistered
equity securities.

Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report,
no material default has occurred with respect to any indebtedness of Pioneer.
Also, during this quarter, no material arrearage in the payment of dividends has
occurred.

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

No matter was submitted to a vote of security holders through
the solicitation of proxies or otherwise, during the quarter of the fiscal year
covered by this report.

Item 5. Other Information.

During the quarter of the fiscal year covered by this report,
Pioneer reported all information that was required to be disclosed in a report
on Form 8-K.

Pioneer has adopted a new code of ethics that applies to all
its executive officers and employees, including its CEO and CFO. See Exhibit 14
 Code of Ethics for more information. Pioneer undertakes to provide any person
with a copy of its financial code of ethics free of charge. Please contact Tom
Brady at 1-604-618-0948 to request a copy of Pioneers code of ethics.
Management believes Pioneers code of ethics is reasonably designed to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code.

---

|Form 10-Q  Q2 | Pioneer Exploration Inc. | 17
|-------------- | ------------------------ | --

Item 6. Exhibits

(a)Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are
incorporated by reference to Pioneers previously filed Form SB-2 and Form
10-QSBs.

|Exhibit  | Description                                                                                                                                                                                       | Status  
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|         |                                                                                                                                                                                                   |         
|3.1      | 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.                         | Filed   
|         |                                                                                                                                                                                                   |         
|3.2      | 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.                                           | Filed   
|         |                                                                                                                                                                                                   |         
|10.1     | 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. | Filed   
|         |                                                                                                                                                                                                   |         
|10.2     | 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.                              | Filed   
|         |                                                                                                                                                                                                   |         
|10.3     | 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   
|         |                                                                                                                                                                                                   |         
|14.1     | Code of Ethics.                                                                                                                                                                                   | Included
|         |                                                                                                                                                                                                   |         
|31.1     | Certification pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                    | Included
|         |                                                                                                                                                                                                   |         
|**31.2** | Certification pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                    | Included
|         |                                                                                                                                                                                                   |         
|32.1     | Certification pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.                                                               | Included
|         |                                                                                                                                                                                                   |         
|**32.2** | Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.                                                               | Included

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:  **April 16, 2008** | By: | */s/ Warren Robb*               
|                           |     | Name: Warren Robb               
|                           |     | Title:   CEO and CFO            
|                           |     | (Principal Executive Officer and
|                           |     | Principal Financial Officer)    

---