UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
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     May 31,
2010





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





For the
transition period from________________________to________________________





Commission
file number 333-135743





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





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





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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (s. 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


[    ]
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 July 14,
  2010common
      stock - $0.001 par value
            11,264,500








Page
- 1





PART
I – FINANCIAL INFORMATION





Item
1.                      Financial
Statements.








PIONEER
EXPLORATION INC.


(an
exploration stage company)





INTERIM FINANCIAL
STATEMENTS





May
31, 2010





(Unaudited)













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










Page
- 2








Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Balance
Sheets


(Expressed
in U.S. dollars)





May
      31,
              2010
              $
            
            
            August
      31,
              2009
              $(unaudited)ASSETSCurrent
      AssetsCash
            
            2,054
            
            
            
            5,299Note
      receivable (Note 3)
            
            95,830
            
            
            
            –Total
      Current Assets
            
            97,884
            
            
            
            5,299Investment
      (Note 4)
            
            –
            
            
            
            76,389Total
      Assets
            
            97,884
            
            
            
            81,688LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable
            
            7,117
            
            
            
            1,909Accrued
      liabilities
            
            32,460
            
            
            
            29,300Convertible
      notes payable (Note 7)
            
            136,000
            
            
            
            136,000Due
      to related party (Note 6(a))
            
            76,147
            
            
            
            48,649Total
      Liabilities
            
            251,724
            
            
            
            215,858Going
      Concern (Note 1)Stockholders’
      DeficitPreferred
      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
            
            
            
            11,265Additional
      Paid-In Capital
            
            141,470
            
            
            
            141,470Donated
      Capital (Note 6(b))
            
            41,250
            
            
            
            36,750Deficit
      Accumulated During the Exploration Stage
            
            (347,825
            )
            
            
            (323,655
            )Total
      Stockholders’ Deficit
            
            (153,840
            )
            
            
            (134,170
            )Total
      Liabilities and Stockholders’ Deficit
            
            97,884
            
            
            
            81,688



















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





F
- 1


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
            
            
            Nine
      Months
            
            
            Nine
      Months(Date
      of Inception)
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            EndedTo
      May 31,
            
            
            May
      31,
            
            
            May
      31,
            
            
            May
      31,
            
            
            May
      31,2010
            
            
            2010
            
            
            2009
            
            
            2010
            
            
            2009$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Revenue
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –ExpensesDonated
      rent (Note 6(b))
            
            11,250
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            1,500Donated
      services (Note 6(b))
            
            30,000
            
            
            
            1,500
            
            
            
            1,500
            
            
            
            4,500
            
            
            
            4,500Foreign
      exchange loss (gain)
            
            (2,132
            )
            
            
            141
            
            
            
            5,295
            
            
            
            1,625
            
            
            
            (1,782
            )General
      and administrative
            
            27,919
            
            
            
            2,391
            
            
            
            1,945
            
            
            
            6,959
            
            
            
            8,362Impairment
      loss on mineral properties
            
            7,500
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –Accretion
      of beneficial conversion feature (Note 7)
            
            81,834
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –Mineral
      property costs
            
            5,887
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –Interest
      expense
            
            –
            
            
            
            –
            
            
            
            11,000
            
            
            
            –
            
            
            
            81,833Professional
      fees
            
            204,367
            
            
            
            6,861
            
            
            
            14,151
            
            
            
            29,886
            
            
            
            42,613Total
      Expenses
            
            366,625
            
            
            
            10,893
            
            
            
            33,891
            
            
            
            42,970
            
            
            
            137,026Operating
      Loss
            
            (366,625
            )
            
            
            (10,893
            )
            
            
            (33,891
            )
            
            
            (42,970
            )
            
            
            (137,026
            )Other
      IncomeInterest
      income
            
            8,713
            
            
            
            4,456
            
            
            
            –
            
            
            
            8,713
            
            
            
            –Gain
      on sale of investment
            
            10,087
            
            
            
            –
            
            
            
            –
            
            
            
            10,087
            
            
            
            –Net
      Loss
            
            (347,825
            )
            
            
            (6,437
            )
            
            
            (33,891
            )
            
            
            (24,170
            )
            
            
            (137,026
            )Net
      Loss Per Share – Basic and Diluted
            
            
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (0.01
            )Weighted
      Average Shares Outstanding
            
            
            
            
            
            11,264,500
            
            
            
            11,264,500
            
            
            
            11,264,500
            
            
            
            11,264,500
















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








F
- 2


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Statement
of Cash Flows


(Expressed
in U.S. dollars)


(Unaudited)





AccumulatedFrom
            
            
            For
      the
            
            
            For
      theJune
      9, 2005
            
            
            Nine
      Months
            
            
            Nine
      Months(Date
      of Inception)
            
            
            Ended
            
            
            EndedTo
      May 31,
            
            
            May
      31,
            
            
            May
      31,2010
              $
            
            
            2010
              $
            
            
            2009
              $Operating
      ActivitiesNet
      loss
            
            (347,825
            )
            
            
            (24,170
            )
            
            
            (137,026
            )Adjustment
      to reconcile net loss to net cash used in operating
    activitiesAccretion
      of beneficial conversion feature
            
            81,834
            
            
            
            –
            
            
            
            81,833Donated
      services and rent
            
            41,250
            
            
            
            4,500
            
            
            
            6,000Gain
      on sale of investment
            
            (10,087
            )
            
            
            (10,087
            )
            
            
            –Foreign
      Exchange Gain
            
            (641
            )
            
            
            (641
            )
            
            
            –Interest
      Income
            
            (8,713
            )
            
            
            (8,713
            )
            
            
            –Changes
      in operating assets and liabilitiesAccounts
      payable
            
            7,117
            
            
            
            5,208
            
            
            
            (4,875
            )Accrued
      liabilities
            
            32,460
            
            
            
            3,160
            
            
            
            702Due
      from related party
            
            6,698
            
            
            
            4,998
            
            
            
            (626
            )Net
      Cash Used In Operating Activities
            
            (197,907
            )
            
            
            (25,745
            )
            
            
            (53,992
            )Investing
      ActivitiesPurchase
      of investment
            
            (76,389
            )
            
            
            –
            
            
            
            (76,389
            )Net
      Cash Used In Investing Activities
            
            (76,389
            )
            
            
            –
            
            
            
            (76,389
            )Financing
      ActivitiesAdvances
      from related party
            
            69,449
            
            
            
            22,500
            
            
            
            4,977Proceeds
      from convertible notes payable
            
            142,000
            
            
            
            –
            
            
            
            136,000Proceeds
      from issuance of common stock
            
            64,901
            
            
            
            –
            
            
            
            –Net
      Cash Provided by Financing Activities
            
            276,350
            
            
            
            22,500
            
            
            
            140,977Increase
      (Decrease) in Cash
            
            2,054
            
            
            
            (3,245
            )
            
            
            10,596Cash
      - Beginning of Period
            
            –
            
            
            
            5,299
            
            
            
            217Cash
      - End of Period
            
            2,054
            
            
            
            2,054
            
            
            
            10,813Non-cash
      Investing and Financing ActivitiesInvestment
      exchanged for note receivable
            
            86,476
            
            
            
            86,476
            
            
            
            –Common
      shares issued to settle debt
            
            6,000
            
            
            
            –
            
            
            
            –Supplemental
      DisclosuresInterest
      paid
            
            –
            
            
            
            –
            
            
            
            –Income
      taxes paid
            
            –
            
            
            
            –
            
            
            
            –


























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





F
- 3





Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2010


(Expressed
in U.S. Dollars)


(Unaudited)







1.
            Nature
      of Operations and Going Concern




The
Company was incorporated in the State of Nevada on June 9, 2005. The Company is
an Exploration Stage Company, as defined by Financial Accounting Standard Board
(“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage
Enterprises. The Company’s principal business is the acquisition and
exploration of mineral properties. 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 secretary and convertible note holder, 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, 2010, the Company has a working capital
deficiency of $153,840 and has accumulated losses of $347,825 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 U.S. dollars. The Company’s fiscal year-end is August 31.




b)
            Interim
      Financial Statements




The
interim unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with the instructions for Securities and Exchange
Commission (“SEC”) Form 10-Q. They do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Therefore, these financial statements should be read in
conjunction with the Company’s audited consolidated financial statements and
notes thereto for the year ended August 31, 2009, included in the Company’s
Annual Report on Form 10-K filed on December 10, 2009 with the SEC.




The
financial statements included herein are unaudited; however, they contain all
normal recurring accruals and adjustments that, in the opinion of management,
are necessary to present fairly the Company’s financial position at May 31,
2010, and the results of its operations and cash flows for the nine months ended
May 31, 2010. The results of operations for the nine months ended May 31, 2010
are not necessarily indicative of the results to be expected for future quarters
or the full year.




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 financial 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





Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2010


(Expressed
in U.S. Dollars)


(Unaudited)







2.
            Summary
      of Significant Accounting Policies
(continued)




e)
            Investment




The
Company accounts for the investment described in Note 4 pursuant to ASC 320 –
Debt and Equity
Securities.  On November 30, 2009, the Company sold all of its
investment in exchange for a promissory note (See Notes 3 and 4).




f)
            Long-Lived
      Assets




In
accordance with ASC 360, Property, Plant, and
Equipment, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger a
review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life. Recoverability is assessed based on
the carrying amount of the asset and its fair value which is generally
determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.




g)
            Asset
      Retirement Obligations




The
Company follows the provisions of ASC 410 – 20, Asset Retirement Obligations
which establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale, abandonment or other
disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. As at May
31, 2010 and August 31, 2009, the Company does not have any asset retirement
obligations.




h)     Financial
Instruments and Fair Value Measurements




ASC 825,
Financial Instruments
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. ASC 825 establishes a fair
value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. ASC 825 prioritizes the
inputs into three levels that may be used to measure fair value:




Level
1




Level 1
applies to assets or liabilities for which there are quoted prices in active
markets for identical assets or liabilities.




Level
2




Level 2
applies to assets or liabilities for which there are inputs other than quoted
prices that are observable for the asset or liability such as quoted prices for
similar assets or liabilities in active markets; quoted prices for identical
assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which
significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.




Level
3




Level 3
applies to assets or liabilities for which there are unobservable inputs to the
valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.




The
Company’s financial instruments consist principally of cash, note receivable,
accounts payable, amounts due to a related party and convertible notes
payable.











F
- 5


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2010


(Expressed
in U.S. Dollars)


(Unaudited)







2.
            Summary
      of Significant Accounting Policies
(continued)




h)      Financial
Instruments and Fair Value Measurements (continued)




Pursuant
to ASC 825, the fair value of cash is determined based on “Level 1” inputs,
which consist of quoted prices in active markets for identical assets. The
Company believes that the recorded values of note receivable, accounts payable,
convertible notes payable and amounts due to a related party approximate their
current fair values because of their nature and respective relatively short
maturity dates or durations.




Assets
measured at fair value on a recurring basis were presented on the Company’s
balance sheet as of May 31, 2010 as follows:







Fair Value Measurements UsingQuoted
      Prices in
            SignificantActive
      Markets
            Other
            SignificantFor
      Identical
            Observable
            Unobservable
            BalanceInstruments
            Inputs
            Inputs
            May
      31,(Level
      1)
              $
            (Level
      2)
              $
            (Level
      3)
              $
            2010
              $Assets:Cash
            2,054
            –
            –
            2,054




Foreign
currency transactions are primarily undertaken in Canadian dollars. The
financial risk is the risk to the Company’s operations that arise from
fluctuations in foreign exchange rates and the degree of volatility of these
rates. Currently, the Company does not use derivative instruments to reduce its
exposure to foreign currency risk.




i)
            Income
      Taxes




The
Company accounts for income taxes using the asset and liability method in
accordance with ASC 740, Income Taxes. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using the currently enacted tax rates and laws that
will be in effect when the differences are expected to reverse. The Company
records a valuation allowance to reduce deferred tax assets to the amount that
is believed more likely than not to be realized.




j)
            Foreign
      Currency Translation




The
Company’s functional and reporting currency is the United States dollar.
Occasional transactions may occur in Canadian dollars and management has adopted
ASC 830, Foreign Currency
Translation Matters. Monetary assets and liabilities denominated in
foreign currencies are translated using the exchange rate prevailing at the
balance sheet date. Non-monetary assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the date of the
transaction. Average rates are used to translate revenues and expenses. Gains
and losses arising on translation or settlement of foreign currency denominated
transactions or balances are included in the determination of
income.




k)
            Comprehensive
      Income


ASC 220,
Comprehensive Income
establishes standards for the reporting and display of comprehensive income and
its components in the financial statements. During the nine-month periods ended
May 31, 2010 and 2009, the Company had no items that represent comprehensive
income.





F
- 6


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2010


(Expressed
in U.S. Dollars)


(Unaudited)







2.
            Summary
      of Significant Accounting Policies
(continued)




l)
            Basic
      and Diluted Net Income (Loss) Per
Share




The
Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260
requires presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive. As at May 31, 2010, the
Company had 261,667 potentially dilutive shares outstanding.




m)
            Stock-based
      Compensation




In
accordance with ASC 718, Compensation – Stock Based
Compensationand ASC 505,Equity Based Payments to
Non-Employees, the Company accounts for share-based payments using the
fair value method. Common shares issued to third parties for non-cash
consideration are valued based on the fair market value of the services provided
or the fair market value of the common stock on the measurement date, whichever
is more readily determinable.




n)
            Recent
      Accounting Pronouncements




In June
2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting
Principles as the single source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one
place.  The adoption of ASC 105 did not have a material impact on the
Company’s financial statements, but did eliminate all references to
pre-codification standards




In May
2009, FASB issued ASC 855, Subsequent Events, which
establishes general standards for the evaluation, recognition and disclosure of
events and transactions that occur after the balance sheet date and through the
date that the financial statements are issued.  Although there is new
terminology, the standard is based on the same principles as those that
currently exist in the auditing standards. The standard is effective for interim
or annual periods ending after June 15, 2009.  The adoption of ASC 855
did not have a material effect on the Company’s financial
statements.




In
January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06,
Improving Disclosures about
Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measures and
Disclosures.  ASU No. 2010-06 amends the ASC to require
disclosure of transfers into and out of Level 1 and Level 2 fair value
measurements, and also require more detailed disclosure about the activity
within Level 3 fair value measurements.  The new disclosures and
clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods within
those fiscal years.  This guidance requires expanded disclosures only,
and did not and is not expected to have any impact on the Company’s financial
statements.




The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.





3.
            Note
      Receivable




On
November 30, 2009, the Company sold its investment of 125,000 common shares of
Macallan Oil and Gas Inc. in exchange for a CDN$100,000 non-interest bearing
promissory note due May 31, 2010 (See Note 4). This note receivable has been
discounted using a discount rate of 20%. At May 31, 2010, the note had a
carrying value of $95,830. As at July 14, 2010, the Company has not yet received
payment.














F
- 7


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2010


(Expressed
in U.S. Dollars)


(Unaudited)





4.
            Investment




The
Company entered into two separate share purchase agreements to acquire an
aggregate of 125,000 common shares of Macallan Oil & Gas Inc. (“Macallan”),
a private company domiciled in Barbados, for an aggregate acquisition cost of
CDN$93,750 as follows:




a)
            On
      November 20, 2008, the Company entered into a share purchase agreement for
      the acquisition of 75,000 shares of Macallan for the purchase price of
      CDN$56,250 payable in instalments. On May 21, 2009, the Company paid the
      full amount of the purchase price of $46,050
  (CDN$56,250).




b)
            On
      November 20, 2008, the Company entered into a share purchase agreement for
      the acquisition of 50,000 shares of Macallan for the purchase price of
      CDN$37,500 payable in instalments. On May 21, 2009 the Company paid the
      full amount of the purchase price of $30,339
  (CDN$37,500).




At August
31, 2009, the carrying value of the shares was $76,389. On November 30, 2009,
the Company sold its investment of 125,000 common shares of Macallan Oil and Gas
Inc. in exchange for CDN$100,000 non-interest bearing promissory note due May
31, 2010 (See Note 3).





5.
            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 were registered in the name of the
President 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.





6.
            Related
      Party Transactions




a)
            As
      at May 31, 2010, the Company is indebted to the President of the Company
      for $76,147 (August 31, 2009 - $48,649), representing expenditures paid on
      behalf of the Company. This amount is unsecured, non-interest bearing, and
      is due on demand.




b)
            The
      Company recognizes donated services provided by the President of the
      Company at $250 per month and donated services provided by the previous
      President of the Company at $250 per month. In addition, the Company
      previously recognized donated rent at $250 per month up until February 28,
      2009, after which the Company began renting office space from an unrelated
      third party. During the nine months ended May 31, 2010, the Company
      recognized $Nil (2009 – $1,500) in donated rent and $4,500 (2009 – $4,500)
      in donated services.





7.
            Convertible
      Notes Payable




a)
            On
      November 20, 2008, the Company received a $50,000 loan and issued a
      promissory note. The note is convertible into 200,000 common shares of the
      Company at $0.25 per share at the holder’s option. The note is
      non-interest bearing, unsecured and is payable on
  demand.




In
accordance with ASC 470-20, Debt – Debt with Conversion and
Other Options, the Company recognized the value of the embedded
beneficial conversion feature of $50,000 as additional paid-in capital and an
equivalent discount which was charged to operations as the note is due on
demand.




b)
            On
      February 19, 2009, the Company received a $50,000 loan and issued a
      promissory note. The note is convertible into 41,667 common shares of the
      Company at $1.20 per share at the holder’s option. The note is
      non-interest bearing, unsecured and is payable on
  demand.




In
accordance with ASC 470-20, the Company recognized the value of the embedded
beneficial conversion feature of $20,833 as additional paid-in capital and an
equivalent discount which was charged to operations as the note is due on
demand.




c)
            On
      May 15, 2009, the Company received a $36,000 loan and issued a promissory
      note. The note is convertible into 20,000 common shares of the Company at
      $1.80 per share at the holder’s option. The note is non-interest bearing,
      unsecured and is payable on demand.




In
accordance with ASC 470-20, the Company recognized the value of the embedded
beneficial conversion feature of $11,000 as additional paid-in capital and an
equivalent discount which was charged to operations as the note is due on
demand.








F
- 8








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 nine months ended May 31, 2010
should be read in conjunction with Pioneer’s unaudited financial statements and
related notes for the nine months ended May 31, 2010.





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
was incorporated in the State of Nevada on June 9, 2005.





Pioneer
is an exploration stage company.  Pioneer’s principal business is the
acquisition and exploration of mineral resources.  Pioneer does not
currently have any interest in any mineral exploration properties and is
presently seeking to acquire a new mineral or oil and gas exploration
property.





Management
has decided to expand Pioneer’s focus and identify and assess new projects for
acquisition purposes that are more global in nature.





Plan
of Operation





During
the next 12 months management plans on acquiring 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 funds our 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.





Page
- 11


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





&
            Management
      anticipates spending approximately $3,000 in ongoing general and
      administrative expenses per month for the next 12 months, for a total
      anticipated expenditure of $36,000 over 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,
      annual mineral claim fees and general office
  expenses.





&
            Management
      anticipates spending approximately $12,000 in complying with Pioneer’s
      obligations as a reporting company under the Securities Exchange Act of
      1934.  These expenses will consist primarily of
      professional fees relating to the preparation of Pioneer’s financial
      statements and completing its annual report, quarterly report, and current
      report filings with the SEC.





As at May
31, 2010, Pioneer had cash of $2,054 and a working capital deficit of
$153,840.  Accordingly, Pioneer will require additional financing in
the amount of $199,786 in order to fund its obligations as a reporting company
under the Securities Act of
1934and itsgeneral and
administrative expenses for the next 12 months.





During
the 12 month period following the date of this annual 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 it does not have
tangible assets to secure any debt financing.  Rather 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 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 acquire 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
present.  If Pioneer does not continue to obtain additional financing,
it will be forced to abandon its business and 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 and Pioneer’s Form
10-KSB filed on December 11, 2007.





Liquidity
and Capital Resources





Cash
and Working Capital





As at May
31, 2010, Pioneer had cash of $2,054 and a working capital deficit of $153,840,
compared to cash of $5,299 and working capital deficit of $134,170 as at August
31, 2009.





There are
no assurances that Pioneer will be able to achieve further sales of its common
stock or any other form of additional financing.  If Pioneer is unable
to achieve the financing necessary to continue its plan of operations, then
Pioneer will not be able to continue its exploration programs and its business
will fail.





Net Cash Used in Operating
Activities





Pioneer
used cash of $25,745 in operating activities during the first nine months of
fiscal 2010 compared to cash used of $53,992 in operating activities during the
same period in the previous fiscal year.  The decrease in the
operating activities was principally a result of a decrease of $81,833 in the
accretion of beneficial conversion feature, a decrease of $1,500 in donated
services and rent, a decrease of $10,087 in gain on sale of investment, a
decrease of $641 in foreign exchange gain, and a decrease of $8,713 in interest
income, which was offset by an increase of $10,083 in accounts payable, an
increase of $2,458 in accrued liabilities, and an increase of $5,624 due from
related party.





Page
- 12


Net Cash Used In Investing
Activities





Net cash
provided by investing activities was $nil for the first nine months of fiscal
2010 as compared with cash flow from investing activities of $76,389 for the
same period in the previous fiscal year.





Net Cash Provided by Financing
Activities





Net cash
flows provided by financing activities were $22,500 for the first nine months of
fiscal 2010.  Pioneer generated $140,977 from financing activities
during the first nine months of fiscal 2009.  The decrease in the
financing activities was primarily a result of a decrease of $136,000 in
proceeds from convertible notes payable, which was offset by an increase of
$17,523 in advances from related parties.





Results
of Operations – Nine months ended May 31, 2010 and May 31, 2009





References
to the discussion below to fiscal 2010 are to Pioneer’s current fiscal year,
which will end on August 31, 2010.  References to fiscal 2009 are to
Pioneer’s fiscal year ended August 31, 2009.





Accumulated
      from
              June
      9, 2005
              (Date
      of Inception)
              to
      May, 2010
              $
            For
      the
              Three
      Months
              Ended
              May
      31,
              2010
              $
            For
      the
              Three
      Months
              Ended
              May
      31,
              2009
              $
            For
      the
              Nine
      Months
              Ended
              May
      31,
              2010
              $
            For
      the
              Nine
      Months
              Ended
              May
      31,
              2009
              $Revenue
            –
            –
            –
            –
            –ExpensesDonated
      rent
            11,250
            –
            –
            –
            1,500Donated
      services
            30,000
            1,500
            1,500
            4,500
            4,500Foreign
      exchange loss (gain)
            (2,132)
            141
            5,295
            1,625
            (1,782)General
      and administrative
            27,919
            2,391
            1,945
            6,959
            8,362Impairment
      loss on mineral properties
            7,500
            –
            –
            –
            –Accretion
      of beneficial conversion feature
            81,834
            –
            –
            –
            –Mineral
      property costs
            5,887
            –
            –
            –
            –Interest
      Expense
            –
            –
            11,000
            –
            81,833Professional
      fees
            204,367
            6,861
            14,151
            29,886
            42,613Total
      Expenses
            366,625
            10,893
            33,891
            42,970
            137,026Other
      IncomeInterest
      income
            8,713
            4,456
            –
            8,713
            –Gain
      on sale of investment
            10,087
            –
            –
            10,087
            –Net
      Loss
            (347,825)
            (6,437)
            (33,891)
            (24,170)
            (137,026)





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 sole officer and director.  Since March 2009, Pioneer has
rented office space from a non-related third party.





Donated
Services





Donated
services are attributable to an expense of $500 per month in respect of services
without compensation provided by Mr. Thomas Brady, Pioneer’s sole officer and
director.





Page
- 13


Foreign
Exchange





Foreign
exchange consists of foreign exchange gains and losses that arise from settling
transactions undertaken by Pioneer in currencies other than the US
dollar.





General
and Administrative





General
and administrative expenses are the general office and operational expenses of
Pioneer.  They include bank charges, filing and transfer agent fees,
website costs, and rent.





Impairment
Loss on Mineral Properties





Impairment
losses on mineral properties are mineral property acquisition costs that do not
meet the accounting standard’s criteria for capitalization.  As a result of
not meeting the criteria for capitalization the acquisition costs cannot be
included on the balance sheet as an asset and a loss equal to the amount of the
acquisition costs is recorded.





Accretion
of beneficial conversion feature





Accretion
of beneficial conversion feature is non-cash interest expense relating to
Pioneer’s convertible notes.  Pioneer records the value of the conversion
feature included in the notes as an additional interest cost of the
financing.





Mineral
Property Costs





Pioneer
incurred $nil in mineral property costs during the first three months of fiscal
2010.  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 for the year-end August 31, 2009 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.




Page
- 14


Material
Commitments for Capital Expenditures





Pioneer
had no contingencies or long-term commitments at May 31, 2010.





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.





Critical
Accounting Policies





Pioneer’s
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses.  These estimates and assumptions
are affected by management’s application of accounting
policies.  Management believes that understanding the basis and nature
of the estimates and assumptions involved with the following aspects of
Pioneer’s financial statements is critical to an understanding of Pioneer’s
financial statements.





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 financial 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.





Investment





Pioneer
accounts for the investment described in Note 4 pursuant to ASC 320 – Debt and Equity
Securities.  On November 30, 2009, Pioneer sold all of its
investment in exchange for a promissory note.





Long-Lived
Assets





In
accordance with ASC 360, Property, Plant, and
Equipment, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable.  Circumstances that could
trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset; current
period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful
life.  Recoverability is assessed based on the carrying amount of the
asset and its fair value that is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain
instances.  An impairment loss is recognized when the carrying amount
is not recoverable and exceeds fair value.





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.





Page
- 15


Item
4.  Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





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





In
connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of
Pioneer’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act as of May 31, 2010.





Based on
that evaluation, management concluded, as of the end of the period covered by
this report, that Pioneer’s disclosure controls and procedures were effective in
recording, processing, summarizing, and reporting information required to be
disclosed, within the time periods specified in the SEC rules and formsandthat such information was
accumulated or communicated to management to allow timely decisions regarding
required disclosure.





Changes in Internal Controls
over Financial Reporting





There
were no changes in Pioneer’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended May 31,
2010, that materially affected, or are reasonably likely to materially affect,
Pioneer’s internal control over financial reporting.





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.





Page
- 16


Item
4.                      (Removed and
Reserved).








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.





Item
6.  Exhibits





(a)
            Index
      to and Description of Exhibits





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





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation, filed as an exhibit to Pioneer’s registration statement
      on Form SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
            Filed3.2
            By-Laws,
      filed as an exhibit to Pioneer’s registration statement on Form SB-2 filed
      on July 13, 2006, and incorporated herein by reference.
            Filed10.1
            Property
      Purchase Agreement dated August 25, 2005, filed as an exhibit to Pioneer’s
      registration statement on Form SB-2 filed on July 13, 2006, and
      incorporated herein by reference.
            Filed10.2
            Declaration
      of Trust, filed as an exhibit to Pioneer’s registration statement on Form
      SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
            Filed10.3
            Geological
      Report on the Pipe Claims, filed as an exhibit to Pioneer’s registration
      statement on Form SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
            Filed10.4
            Letter
      Agreement dated November 5, 2008 between Pioneer Exploration Inc. and
      Scott Macleod, filed as an exhibit to Pioneer’s Form 8-K (Current Report)
      filed on November 13, 2008, and incorporated herein by
      reference.
            Filed10.5
            Letter
      Agreement dated November 5, 2008 between Pioneer Exploration Inc. and Ian
      McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed
      on November 13, 2008, and incorporated herein by
reference.
            Filed10.6
            Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Scott Macleod, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
            Filed10.7
            Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Ian McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
            Filed10.8
            Promissory
      Note dated November 20, 2008 given to Tiger Ventures Group Ltd. by Pioneer
      Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual
      Report) filed on December 2, 2008, and incorporated herein by
      reference.
            Filed14
            Code
      of Ethics, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report)
      filed on April 16, 2008, and incorporated herein by
    reference.
            Filed31
            Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included32
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
            Included99.1
            Disclosure
      Committee Charter, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly
      Report) filed on April 20, 2009, and incorporated herein by
      reference.
            Filed











Page
- 17





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:                      July 15,
2010                                                                           By:/s/ Thomas Brady


Name:         Thomas Brady


Title:           CEO and CFO


(Principal Executive Officer
and


Principal Financial
Officer)








Page
- 18







Exhibit
31











Page
- 19




PIONEER
EXPLORATION INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Thomas
Brady, certify that:






1.  I
have reviewed this quarterly report on Form 10-Q for the quarter ending May 31,
2010 of Pioneer Exploration Inc.;






2.  Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;






3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;






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






(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;






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






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






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




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




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






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






Date:  July
15, 2010






/s/
Thomas Brady


Thomas
Brady


Chief
Executive Officer




Page
- 20




PIONEER
EXPLORATION INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Thomas
Brady, certify that:






1.  I
have reviewed this quarterly report on Form 10-Q for the quarter ending May 31,
2010 of Pioneer Exploration Inc.;






2.  Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;






3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;






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






(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;






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






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






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




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




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






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






Date:  July
15, 2010






/s/
Thomas Brady


Thomas
Brady


Chief
Financial Officer




Page
- 21










Exhibit
32















Page
- 22











CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”)
on Form 10-Q for the period ending May 31, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Thomas Brady,
President, Chief Executive Officer of the Company and a member of the Board of
Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:






(1)  The
      Report fully complies with the requirements of section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and






(2)  The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.




















/s/
Thomas Brady


Thomas
Brady


Chief
Executive Officer






July 15,
2010






Page
- 23
















CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”)
on Form 10-Q for the period ending May 31, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Thomas Brady, Chief
Financial Officer of the Company and a member of the Board of Directors,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:






(1)  The
      Report fully complies with the requirements of section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and






(2)  The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.




















/s/
Thomas Brady


Thomas
Brady


Chief
Financial Officer






July 15,
2010









Page
- 24