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    November 30, 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



(State or other jurisdiction of incorporation or organization)
98-0491551



(I.R.S. Employer Identification No.)750 West Pender Street, Suite 202, Vancouver, British Columbia, Canada



(Address of principal executive offices)
V6C 2T7



(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 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 January 13, 2011common 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





November 30, 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)





November 30,

2010

$


August 31,

2010

$(Unaudited)ASSETSCash


150



1,005Total Assets


150



1,005LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable


3,677



7,258Accrued liabilities


43,492



30,976Convertible notes payable (Note 5)


136,000



136,000Due to related party (Note 3(a))


86,589



80,417Total Liabilities


269,758



254,651Going 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 3(b))


42,000



41,250Deficit Accumulated During the Exploration Stage


(464,343
)


(447,631
)Total Stockholders’ Deficit


(269,608
)


(253,646
)Total Liabilities and Stockholders’ Deficit


150



1,005



























































(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 theJune 9, 2005


Three Months


Three Months(Date of Inception)


Ended


EndedTo November 30,


November 30,


November 30,2010


2010


2009$



$



$Revenue


–



–



–ExpensesDonated rent


11,250



–



–Donated services (Note 3(b))


30,750



750



1,500Foreign exchange loss


1,298



3,104



1,713General and administrative


28,492



342



333Impairment loss on mineral properties


7,500



–



–Accretion of beneficial conversion feature


81,834



–



–Mineral property costs


5,887



–



–Professional fees


222,372



12,516



8,279Total Expenses


389,383



16,712



11,825Operating Loss


(389,383)



(16,712)



(11,825)Other Income (Expense)Impairment of note receivable


(93,760)



–



–Interest income


8,713



–



–Gain on sale of investment


10,087



–



10,087Net Loss


(464,343)



(16,712
)


(1,738)Net Loss Per Share – Basic and Diluted






–



–Weighted Average Shares Outstanding






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


Three Months


Three Months(Date of Inception)


Ended


EndedTo November 30,


November 30,


November 30,2010


2010


2009$



$



$Operating ActivitiesNet loss


(464,343
)


(16,712
)


(1,738
)Adjustment to reconcile net loss to net cash used in operating activitiesAccretion of beneficial conversion feature


81,834



–



–Donated services and rent


42,000



750



1,500Gain on sale of investment


(10,087
)


–



(10,087
)Foreign exchange loss


4,425



2,996



–Impairment of note receivable


93,760



–



–Interest income


(8,713
)


–



–Changes in operating assets and liabilitiesAccounts payable


3,677



(3,581
)


(1,678
)Accrued liabilities


43,492



12,516



5,873Due from related party


4,142



240



1,771Net Cash Used In Operating Activities


(209,813
)


(3,791
)


(4,359
)Investing ActivitiesPurchase of investment


(76,389
)


–



–Net Cash Used In Investing Activities


(76,389
)


–



–Financing ActivitiesAdvances from related party


79,451



2,936



–Proceeds from convertible notes payable


142,000



–



–Proceeds from issuance of common stock


64,901



–



–Net Cash Provided by Financing Activities


286,352



2,936



–Increase (Decrease) in Cash


150



(855
)


(4,359
)Cash - Beginning of Period


–



1,005



5,299Cash - End of Period


150



150



940Non-cash Investing and Financing ActivitiesInvestment exchanged for note receivable


86,476



–



86,476Common 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


November 30, 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 past and planned future principal business is the acquisition and exploration of mineral properties. The Company has not identified and acquired any properties that 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, and the attainment of profitable operations. As at November 30, 2010, the Company has a working capital deficiency of $269,608 and has accumulated losses of $464,343 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 financial statements and notes thereto for the year ended August 31, 2010, included in the Company’s Annual Report on Form 10-K filed on December 1, 2010 with the SEC.




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


November 30, 2010


(Expressed in U.S. Dollars)


(Unaudited)







2.           Summary of Significant Accounting Policies (continued)




e)
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.




f)
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 November 30, 2010 and 2009, the Company does not have any asset retirement obligations.




g)     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, 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


November 30, 2010


(Expressed in U.S. Dollars)


(Unaudited)







2.
Summary of Significant Accounting Policies (continued)




g)      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 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 November 30, 2010 as follows:







Fair Value Measurements UsingQuoted Prices in
SignificantActive Markets
Other
SignificantFor Identical
Observable
Unobservable

BalanceInstruments
Inputs
Inputs

November 30,(Level 1)

$
(Level 2)

$
(Level 3)

$


2010

$Assets:Cash
150
–
–


150




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.




h)
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.




i)
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.




j)
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 three months ended November 30, 2010 and 2009, the Company had no items that represent other comprehensive income.




































F - 6






Pioneer Exploration Inc.


(An Exploration Stage Company)


Notes to Financial Statements


November 30, 2010


(Expressed in U.S. Dollars)


(Unaudited)







2.
Summary of Significant Accounting Policies (continued)




k)
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 November 30, 2010, the Company had 200,000 potentially dilutive shares outstanding.




l)
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.




m)
Recent Accounting Pronouncements




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 (see Note 2(g)), and did not 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.
Related Party Transactions




a)
As at November 30, 2010, the Company is indebted to the President of the Company for $86,589 (August 31, 2010 - $80,417), 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 During the three month period ended November 30, 2010, the Company recognized $750 (2009 – $1,500) in donated services.







4.
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. The note receivable was discounted using a rate of 20% and accreted to its face value of CDN$100,000 as of May 31, 2010. As at November 30, 2010, the Company has not yet received payment. The Company believes ultimate collection of the amount receivable is not reasonably assured and, therefore, has recorded an impairment against the balance at November 30, 2010.



























F - 7






Pioneer Exploration Inc.


(An Exploration Stage Company)


Notes to Financial Statements


November 30, 2010


(Expressed in U.S. Dollars)


(Unaudited)







5.
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.





















































































































Page - 10









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 months ended November 30, 2010 should be read in conjunction with Pioneer’s unaudited financial statements and related notes for the three months ended November 30, 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 November 30, 2010, Pioneer had cash of $150 and a working capital deficit of $269,608.  Accordingly, Pioneer will require additional financing in the amount of $317,608 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 November 30, 2010, Pioneer had cash of $150 and a working capital deficit of $269,608, compared to cash of $1,005 and working capital deficit of $253,646 as at August 31, 2010.





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 $3,791 in operating activities during the first three months of fiscal 2011 compared to cash used of $4,359 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 $750 in donated services and rent, a decrease of $10,087 in gain on sale of investment, and a decrease of $1,531 due from related party, which was offset by an increase of $2,996 in foreign exchange gain, an increase of $1,903 in accounts payable, and an increase of $6,643 in accrued liabilities.








Page - 12







Net Cash Used In Investing Activities





Net cash provided by investing activities was $nil for both the first three months of fiscal 2011 and the same period in the previous fiscal year.





Net Cash Provided by Financing Activities





Net cash flows provided by financing activities were $2,936 for the first three months of fiscal 2010.  Pioneer generated $nil from financing activities during the first three months of fiscal 2010.  The increase in the financing activities was primarily a result of an increase of $2,936 in proceeds from advances from related parties.





Results of Operations – Three months ended November 30, 2010 and November 30, 2009





References to the discussion below to fiscal 2011 are to Pioneer’s current fiscal year, which will end on August 31, 2011.  References to fiscal 2010 are to Pioneer’s fiscal year ended August 31, 2010.





Accumulated from

June 9, 2005

(Date of Inception)

to November 30, 2010

$


For the

Three Months

Ended

November 30,

2010

$


For the

Three Months

Ended

November 30,

2009

$Revenue


–



–



–ExpensesDonated rent


11,250



–



–Donated services


30,750



750



1,500Foreign exchange loss


1,298



3,104



1,713General and administrative


28,492



342



333Impairment loss on mineral properties


7,500



–



–Accretion of beneficial conversion feature


81,834



–



–Mineral property costs


5,887



–



–Professional fees


222,372



12,516



8,279Total Expenses


389,383



16,712



11,825Other IncomeImpairment on note receivable


(93,760
)


–



–Interest income


8,713



–



–Gain on sale of investment


10,087



–



10,087Net Loss


(464,343
)


(16,712
)


(1,738
)





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 $250 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 2011.  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, 2010 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.






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Material Commitments for Capital Expenditures





Pioneer had no contingencies or long-term commitments at November 30, 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.






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Item 4.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





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





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





Item 4.                      (Removed and Reserved).








Page - 16





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.
Filed10.9
Promissory Note dated February 19, 2009 given to Blue Cove Holdings Inc. by Pioneer Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual Report) filed on December 10, 2009, and incorporated herein by reference.
Filed10.10
Promissory Note dated May 15, 2009 given to Blue Cove Holdings Inc. by Pioneer Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual Report) filed on December 10, 2009, and incorporated herein by reference.
Filed10.11
Share Purchase Agreement and Promissory Note dated November 30, 2009 between Pioneer Exploration Inc. and Skye Capital Corporation, filed as an exhibit to Pioneer’s Form 10-K (Annual Report) filed on December 10, 2009, 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.








/s/ Thomas Brady


Dated:           January 13, 2011                                                          By:


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 November 30, 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:  January 13, 2011




/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 November 30, 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:  January 13, 2011




/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 November 30, 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


January 13, 2011













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 November 30, 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


January 13, 2011











Page - 24