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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

[ X ] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934

for the quarterly period ended November 30,
2007

[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934

for the transition period from _____to _____

Commission File Number: 333-135743

PIONEER EXPLORATION
INC.(Exact name of small business issuer as specified in its
charter)

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

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

(604) 618-0948Issuer's telephone number

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

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes[ X ] No[ ]

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest
  practicable date. 11,264,500 shares of common stock as of January 9, 2008.

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

i

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PIONEER EXPLORATION INC.

Quarterly Report On Form 10-QSB For The Quarterly Period
Ended November 30, 2007

INDEX

|PART
      I  FINANCIAL INFORMATION | 1                                                                
|------------------------------------ | -----------------------------------------------------------------
|Item
      1.                        | Financial
      Statements                                       
|Item
      2.                        | Managements
      Discussion and Analysis or Plan of Operation  
|Item
      3.                        | Controls
      and Procedures                                    
|PART
      II  OTHER INFORMATION    | 8                                                                
|Item
      1.                        | Legal
      Proceedings                                          
|Item
      2.                        | Unregistered
      Sales of Equity Securities and Use of Proceeds
|Item
      3.                        | Defaults
      Upon Senior Securities                            
|Item
      4.                        | Submission
      of Matters to a Vote of Securities Holders      
|Item
      5.                        | Other
      Information                                          
|Item
      6.                        | Exhibits                                                         

FORWARD-LOOKING STATEMENTS

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

ii

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PART I  FINANCIAL INFORMATION

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

The following unaudited interim financial statements of the
Company are included in this Quarterly Report on Form 10-QSB:

|                                                                                                                                                                         | Page
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|                                                                                                                                                                         |     
|Balance Sheets as at November 30, 2007
        (unaudited) and August 31, 2007                                                                                           | F-2 
|                                                                                                                                                                         |     
|Statements of Operations for the three
        months ended November 30, 2007 and 2006 and for the period from incorporation
        (June 9, 2005) to November 30, 2007 | F-3 
|                                                                                                                                                                         |     
|Statements of Cash Flows for the three
        months ended November 30, 2007 and 2006                                                                                   | F-4 
|                                                                                                                                                                         |     
|Notes to Financial Statements                                                                                                                                            | F-5 

- 1 -

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Pioneer Exploration Inc.
  (An Exploration Stage Company)

November 30, 2007

|                                  | Index
|--------------------------------- | -----
|                                  |      
|Balance Sheets                    | F2  
|Statements of Operations          | F3  
|Statements of Cash Flows          | F4  
|Notes to the Financial Statements | F5  

F-1

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

|                                                                |  | November 30, |   |  | August 31, |  
|--------------------------------------------------------------- |  | ------------ | - |  | ---------- | -
|                                                                |  | 2007         |   |  | 2007       |  
|                                                                |  | $            |   |  | $          |  
|                                                                |  | (unaudited)  |   |  |            |  
|ASSETS                                                          |  |              |   |  |            |  
|Current Assets                                                  |  |              |   |  |            |  
|Cash                                                            |  | 97           |   |  | 162        |  
|Total Assets                                                    |  | 97           |   |  | 162        |  
|                                                                |  |              |   |  |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                  |  |              |   |  |            |  
|Current Liabilities                                             |  |              |   |  |            |  
|Accounts payable                                                |  | 5,051        |   |  | 5,701      |  
|Accrued liabilities                                             |  | 11,600       |   |  | 749        |  
|Due to
      related party (Note3(a))                           |  | 13,535       |   |  | 11,263     |  
|Total Liabilities                                               |  | 30,186       |   |  | 17,713     |  
|Contingencies (Note 1)                                          |  |              |   |  |            |  
|Stockholders Equity (Deficit)                                  |  |              |   |  |            |  
|Preferred Stock, 10,000,000 shares authorized, $0.001 par value |  |              |   |  |            |  
|No shares issued and outstanding                                |  |             |   |  |           |  
|Common Stock, 65,000,000 shares authorized, $0.001 par value    |  |              |   |  |            |  
|11,264,500 shares issued and outstanding                        |  | 11,265       |   |  | 11,265     |  
|Additional Paid-In Capital                                      |  | 59,636       |   |  | 59,636     |  
|Donated Capital (Note 3(b))                                     |  | 22,500       |   |  | 20,250     |  
|Deficit Accumulated
      During the Exploration Stage          |  | (123,490     | ) |  | (108,702   | )
|Total Stockholders Equity (Deficit)                            |  | (30,089      | ) |  | (17,551    | )
|Total Liabilities
      and Stockholders Equity (Deficit)      |  | 97           |   |  | 162        |  

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

F-2

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

|                                            |  | Accumulated from    |   |  | For the      |   |  | For the      |  
|------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                            |  | June 9, 2005        |   |  | Three Months |   |  | Three Months |  
|                                            |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |  
|                                            |  | to November 30,     |   |  | November 30, |   |  | November 30, |  
|                                            |  | 2007                |   |  | 2007         |   |  | 2006         |  
|                                            |  | $                   |   |  | $            |   |  | $            |  
|                                            |  |                     |   |  |              |   |  |              |  
|Revenue                                     |  |                    |   |  |             |   |  |             |  
|                                            |  |                     |   |  |              |   |  |              |  
|                                            |  |                     |   |  |              |   |  |              |  
|Expenses                                    |  |                     |   |  |              |   |  |              |  
|                                            |  |                     |   |  |              |   |  |              |  
|Donated rent (Note 3(b))                    |  | 7,500               |   |  | 750          |   |  | 750          |  
|Donated services
      (Note 3(b))          |  | 15,000              |   |  | 1,500        |   |  | 1,500        |  
|General and administrative                  |  | 8,782               |   |  | 781          |   |  | 303          |  
|Impairment loss
      on mineral properties |  | 7,500               |   |  |             |   |  |             |  
|Mineral property costs                      |  | 5,746               |   |  |             |   |  |             |  
|Professional fees                           |  | 78,962              |   |  | 11,757       |   |  | 4,888        |  
|                                            |  |                     |   |  |              |   |  |              |  
|Total Expenses                              |  | 123,490             |   |  | 14,788       |   |  | 7,441        |  
|                                            |  |                     |   |  |              |   |  |              |  
|Net Loss                                    |  | (123,490            | ) |  | (14,788      | ) |  | (7,441       | )
|                                            |  |                     |   |  |              |   |  |              |  
|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-3

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

|                                                    |  | For the      |   |  | For the      |  
|--------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                    |  | Three Months |   |  | Three Months |  
|                                                    |  | Ended        |   |  | Ended        |  
|                                                    |  | November30,  |   |  | November30,  |  
|                                                    |  | 2007         |   |  | 2006         |  
|                                                    |  | $            |   |  | $            |  
|Operating Activities                                |  |              |   |  |              |  
|Net loss                                            |  | (14,788      | ) |  | (7,441       | )
|Adjustments to reconcile net loss
      to net cash |  |              |   |  |              |  
|used in operating activities:                       |  |              |   |  |              |  
|Donated services
      and rent                     |  | 2,250        |   |  | 2,250        |  
|Changes in operating assets and liabilities:        |  |              |   |  |              |  
|Accounts payable                                    |  | (650         | ) |  | 683          |  
|Accrued liabilities                                 |  | 10,851       |   |  | 1439         |  
|Due to related party                                |  | 1,519        |   |  |             |  
|Net Cash Used In Operating
      Activities         |  | (818         | ) |  | (3,069       | )
|Financing Activities                                |  |              |   |  |              |  
|Advances from related party                         |  | 753          |   |  |             |  
|Net Cash Provided By Financing Activities           |  | 753          |   |  |             |  
|Decrease in Cash                                    |  | (65          | ) |  | (3,069       | )
|Cash - Beginning of Period                          |  | 162          |   |  | 23,991       |  
|Cash - End of Period                                |  | 97           |   |  | 20,922       |  
|Supplemental Disclosures                            |  |              |   |  |              |  
|Interest paid                                       |  |             |   |  |             |  
|Income taxes paid                                   |  |             |   |  |             |  

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

F-4

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

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company was incorporated in the State
        of Nevada on June 9, 2005. The Company is an Exploration Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS)
        No.7 Accounting and Reporting by Development Stage Enterprises.
        The Companys principal business is the acquisition and exploration
        of mineral resources. The Company has not presently determined whether
        its properties contain mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These financial statements have been prepared
        on a going concern basis, which implies the Company will continue to realize
        its assets and discharge its liabilities in the normal course of business.
        The Company has never generated revenues since inception and has never
        paid any dividends and is unlikely to pay dividends or generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations, confirmation of the Companys interests
        in the underlying properties, and the attainment of profitable operations.
        As at November 30, 2007, the Company has a working capital deficiency
        of $30,089 and has accumulated losses of $123,490 since inception. These
        factors raise substantial doubt regarding the Companys ability to
        continue as a going concern. These financial statements do not include
        any adjustments to the recoverability and classification of recorded asset
        amounts and classification of liabilities that might be necessary should
        the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-5

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

|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

| | e) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In accordance with SFAS No. 144, Accounting
        for the Impairment or Disposal of Long-Lived Assets, 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 SFAS No. 143,
        Accounting for 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | g) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The fair values of financial instruments, which include
        cash, accounts payable, accrued liabilities and due to related party were
        estimated to approximate their carrying values due to the immediate or
        short-term maturity of these financial instruments. 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 SFAS No. 109, Accounting
        for 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 carryforwards. 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 SFAS No. 52 Foreign Currency
        Translation. 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 monthly 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. The Company has not, to the date of these
        financials statements, entered into derivative instruments to offset the
        impact of foreign currency fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | j) | Basic and Diluted Net Income (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company computes net income (loss) per share in
        accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-6

---

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

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

| | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | SFAS No. 130, Reporting Comprehensive
        Income, establishes standards for the reporting and display of comprehensive
        loss and its components in the financial statements. As at November 30,
        2007 and 2006, the Company has no items that represent a comprehensive
        loss and, therefore, has not included a schedule of comprehensive loss
        in the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Company has been in the exploration stage
        since its inception on June 9, 2005 and has not yet realized any revenues
        from its planned operations. It is primarily engaged in the acquisition
        and exploration of mining properties. Mineral property exploration costs
        are expensed as incurred. Mineral property acquisition costs are initially
        capitalized when incurred using the guidance in EITF 04-02, Whether
        Mineral Rights Are Tangible or Intangible Assets. The Company
        assesses the carrying costs for impairment under SFAS No. 144, Accounting
        for Impairment or Disposal of Long Lived Assets at each fiscal
        quarter end. When it has been determined that a mineral property can be
        economically developed as a result of establishing proven and probable
        reserves, the costs then incurred to develop such property, are capitalized.
        Such costs will be amortized using the units-of-production method over
        the estimated life of the probable reserve. If mineral properties are
        subsequently abandoned or impaired, any capitalized costs will be charged
        to operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | In December 2007, the FASB issued SFAS No.
        141 (Revised) Business Combinations. SFAS 141 (Revised) establishes
        principles and requirements for how the acquirer of a business recognizes
        and measures in its financial statements the identifiable assets acquired,
        the liabilities assumed, and any noncontrolling interest in the acquiree.
        The statement also provides guidance for recognizing and measuring the
        goodwill acquired in the business combination and determines what information
        to disclose to enable users of the financial statements to evaluate the
        nature and financial effects of the business combination. The guidance
        will become effective for the fiscal year beginning after December 15,
        2008. The management is in the process of evaluating the impact SFAS 141
        (Revised) will have on the Companys financial statements upon adoption.                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | In December 2007, the FASB issued SFAS No.
        160 Noncontrolling Interests in Consolidated Financial Statements-an
        amendment of ARB No. 51. SFAS 160 establishes accounting and reporting
        standards for the noncontrolling interest in a subsidiary and for the
        deconsolidation of a subsidiary. The guidance will become effective for
        the fiscal year beginning after December 15, 2008. The management is in
        the process of evaluating the impact SFAS 160 will have on the Companys
        financial statements upon adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | In February 2007, the FASB issued SFAS No.
        159, The Fair Value Option for Financial Assets and Financial Liabilities
         Including an Amendment of FASB Statement No. 115. This statement
        permits entities to choose to measure many financial instruments and certain
        other items at fair value. Most of the provisions of SFAS No. 159 apply
        only to entities that elect the fair value option. However, the amendment
        to SFAS No.115 Accounting for Certain Investments in Debt and Equity
        Securities applies to all entities with available-for-sale and trading
        securities. SFAS No. 159 is effective as of the beginning of an entitys
        first fiscal year that begins after November 15, 2007. Early adoption
        is permitted as of the beginning of a fiscal year that begins on or before
        November 15, 2007, provided the entity also elects to apply the provision
        of SFAS No. 157, Fair Value Measurements. The adoption of
        this statement is not expected to have a material effect on the Company's
        financial statements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | In September 2006, the FASB issued SFAS No.
        157, Fair Value Measurements. The objective of SFAS No. 157
        is to increase consistency and comparability in fair value measurements
        and to expand disclosures about fair value measurements. SFAS No. 157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles, and expands disclosures about
        fair value measurements. SFAS No. 157 applies under other accounting pronouncements
        that require or permit fair value measurements and does not require any
        new fair value measurements. The provisions of SFAS No.157 are effective
        for fair value measurements made in fiscal years beginning after November
        15, 2007. Theadoption of this statement is not expected to have a material
        effect on the Company's future reported financial position or results
        of operations.                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Recently adopted Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | In September 2006, the SEC issued Staff Accounting
        Bulletin (SAB) No. 108, Considering the Effects of
        Prior Year Misstatements when Quantifying Misstatements in Current Year
        Financial Statements. SAB No.108 addresses how the effects of
        prior year uncorrected misstatements should be considered when quantifying
        misstatements in current year financial statements. SAB No. 108 requires
        companies to quantify                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-7

---

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

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

| | n) | Recent Adopted Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | misstatements using a balance sheet and income statement
        approach and to evaluate whether either approach results in quantifying
        an error that is material in light of relevant quantitative an qualitative
        factors. SAB No. 108 is effective for periods ending after November 15,
        2006. The adoption of this statement did not have a material effect on
        the Company's reported financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In September 2006, the FASB issued SFAS No. 158, Employers
        Accounting for Defined Benefit Pension and Other Postretirement Plans
         an amendment of FASB Statements No. 87, 88, 106, and 132(R).
        This statement requires employers to recognize the overfunded or underfunded
        status of a defined benefit postretirement plan (other than a multiemployer
        plan) as an asset or liability in its statement of financial position
        and to recognize changes in that funded status in the year in which the
        changes occur through comprehensive income of a business entity or changes
        in unrestricted net assets of a not-for-profit organization. This statement
        also requires an employer to measure the funded status of a plan as of
        the date of its year-end statement of financial position, with limited
        exceptions. The provisions of SFAS No. 158 are effective for employers
        with publicly traded equity securities as of the end of the fiscal year
        ending after December 15, 2006. The adoption of this statement did not
        have a material effect on the Company's reported financial position or
        results of operations.                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In June 2006, the FASB issued FASB Interpretation No.
        48, Accounting for Uncertainty in Income Taxes, an interpretation
        of FASB Statements No. 109(FIN 48). FIN 48 clarifies
        the accounting for uncertainty in income taxes by prescribing a two-step
        method of first evaluating whether a tax position has met a more likely
        than not recognition threshold and second, measuring that tax position
        to determine the amount of benefit to be recognized in the financial statements.
        FIN 48 provides guidance on the presentation of such positions within
        a classified statement of financial position as well as on derecognition,
        interest and penalties, accounting in interim periods, disclosure, and
        transition. FIN 48 is effective for fiscal years beginning after December
        15, 2006. The adoption of this statement did not have a material effect
        on the Company's reported financial position or results of operations.                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In March 2006, the FASB issued SFAS No. 156, "Accounting
        for Servicing of Financial Assets, an amendment of FASB Statement No.
        140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities". This statement requires all separately recognized servicing
        assets and servicing liabilities be initially measured at fair value,
        if practicable, and permits for subsequent measurement using either fair
        value measurement with changes in fair value reflected in earnings or
        the amortization and impairment requirements of Statement No. 140. The
        subsequent measurement of separately recognized servicing assets and servicing
        liabilities at fair value eliminates the necessity for entities that manage
        the risks inherent in servicing assets and servicing liabilities with
        derivatives to qualify for hedge accounting treatment and eliminates the
        characterization of declines in fair value as impairments or direct write-downs.
        SFAS No. 156 is effective for an entity's first fiscal year beginning
        after September 15, 2006. The adoption of this statement did not have
        a material effect on the Company's reported financial position or results
        of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In February 2006, the FASB issued SFAS No. 155, "Accounting
        for Certain Hybrid Financial Instruments-an amendment of FASB Statements
        No. 133 and 140", to simplify and make more consistent the accounting
        for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting
        for Derivative Instruments and Hedging Activities", to permit fair value
        re-measurement for any hybrid financial instrument with an embedded derivative
        that otherwise would require bifurcation, provided that the whole instrument
        is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,
        "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow
        a qualifying special-purpose entity to hold a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after September 15, 2006, with earlier application allowed. The adoption
        of this statement did not have a material effect on the Companys
        reported financial position or results of operations.                              

|3. | Related Party Transactions
|-- | --------------------------

| | a) | As at November 30, 2007, the Company is indebted to
        the Secretary of the Company for $13,535 (August 31, 2007 - $11,263),
        representing expenditures paid on behalf of the Company. This amount is
        unsecured, bears no interest, and is due on demand.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                              
| | b) | The Company recognizes donated rent at $250 per month,
        donated services provided by the Secretary of the Company at $250 per
        month and donated services provided by a Director of the Company at $250
        per                                            

F-8

---

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

month. During the three-month period
  ended November 30, 2007, the Company recognized $750 (2006  $750) in donated
  rent and $1,500 (2006  $1,500) in donated services.

|4. | Mineral Properties
|-- | ------------------

The Company entered into an Agreement
  dated August 25, 2005 to acquire a 100% interest in three mineral claims located
  near Yale, British Columbia, Canada, in consideration for $7,500. The claims
  are registered in the name of the Secretary of the Company, who has executed
  a trust agreement whereby the Secretary agreed to hold the claims in trust on
  behalf of the Company. The Vendor retains a 2% net smelter royalty. The cost
  of the mineral property was initially capitalized. As at August 31, 2006, the
  Company recognized an impairment loss of $7,500, as it has not yet been determined
  whether there are proven or probable reserves on the property. The Company,
  effective November 30, 2007, has abandoned the exploration of this mineral property
  due to poor results from a first phase exploration program.

F-9

---

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

The following discussion of our financial condition, changes in
financial condition and results of operations for the three months ended
November 30, 2007 should be read in conjunction with our unaudited financial
statements and related notes for the three months ended November 30, 2007.

Overview of our Business

We are engaged in the acquisition and exploration of mineral
exploration properties. We hold a 100% beneficial interest in three mineral
exploration claims named Pipe 1, Queen 1 and Queen 2, which are collectively
known as the "Pipe Property" and which are situated along Sawmill Creek, a
tributary of the Fraser River, approximately 6.3 km (3.9 miles) northwest of
Yale, British Columbia in the New Westminster mining division of British
Columbia, Canada. We acquired the Pipe Property pursuant to a purchase agreement
dated August 25, 2005. Thomas J. Brady, a director of our company, is holding
the property in trust for us.

We conducted the first phase of an initial preliminary
exploration program for nickel and molybdenum on the Pipe Property. We obtained
a geological report in November 2007 that summarizes the results and conclusions
of this initial phase which concluded that further exploration of the Pipe
Property is not warranted. Accordingly, we have abandoned our exploration of the
Pipe Property.

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

We have not generated any revenue or conducted any development
operations since inception.

Exploration Stage Company

We are an exploration stage company. We have abandoned exploration
  of our only mineral property based on the results of a preliminary exploration
  program that we completed on our mineral property. Accordingly, we do not own
  any mineral properties that warrant further exploration.

Our Plan of Operations

Our plan of operations is to seek to acquire an interest in a
new mineral or oil and gas exploration property. We have minimal finances and
accordingly there is no assurance that we will be able to acquire an interest in
any new property. We anticipate that we will have to complete additional
financings in connection with the acquisition of any interest in a new property.
To date, we have not entered into any agreements for the acquisition of any
interest in a new property. Further, we have no arrangements for any financing
required to fund our continued operations or the acquisition of any interest in
a new

2

---

property. Further, even if we are able to acquire an interest
in a new property, there is no assurance that we will be able to raise the
financing necessary to complete exploration of the new property. Based on our
financial position, there is no assurance that we will be able to continue our
business operations.

In addition, we anticipate incurring the following expenses
during the next twelve month period:

| | (a) | We anticipate spending approximately $2,500 in ongoing
      general and administrative expenses per month for the next twelve months,
      for a total anticipated expenditure of $30,000 over the next twelve
      months. The general and administrative expenses for the year will consist
      primarily of professional fees for the audit and legal work relating to
      our regulatory filings throughout the year, as well as transfer agent
      fees, annual mineral claim fees and general office expenses.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | We anticipate spending approximately $12,000 in complying
      with our 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 our financial statements
      and completing our annual report, quarterly report, current report and
      proxy statement filings with the SEC.                                                                                                               

As at November 30, 2007, we had cash of $97 and a working
capital deficit of $30,089. Accordingly, we will require additional financing in
the amount of $72,000 in order to fund our obligations as a reporting company
under the Securities Act of 1934and our general and administrative
expenses for the next twelve months.

During the twelve month period following the date of this
quarterly report, we anticipate that we will not generate any revenue.
Accordingly, we will be required to obtain additional financing in order to
continue our plan of operations. We believe that debt financing will not be an
alternative for funding our plan of operations as we do not have tangible assets
to secure any debt financing. We anticipate that additional funding will be in
the form of equity financing from the sale of our common stock. However, we do
not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund our plan of operations. In the absence of such financing,
we will not be able to acquire any interest in a new property and our business
plan will fail. Even if we are 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 we do not continue to
obtain additional financing, we will be forced to abandon our business and our
plan of operations.

Critical Accounting Policies

Use of Estimates

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

3

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Mineral Property Costs

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

Results Of Operations  Three months ended November 30,
  2007 and 2006

References to the discussion below to fiscal 2008 are to our
current fiscal year which will end on November 30, 2008. References to fiscal
2007 is to our fiscal year ended August 31, 2007.

Accumulated from **June 9, 2005(Date
      of** Inception) to November 30, 2007
      **$** (Unaudited)
      
      
      For the Three Months Ended**November 30, 2007** **$** (Unaudited)
      
      
      For the Three Months Ended
      **November 30, 2006** **$** (Unaudited)Revenue
    
    
    
    
    
    
    
    ExpensesDonated rent
    
    7,500
    
    
    750
    
    
    750Donated services
    
    15,000
    
    
    1,500
    
    
    1,500General and administrative
    
    8,782
    
    
    781
    
    
    303Impairment loss
      on mineral
    
    
    
    
    
    
    
    -properties
    
    7,500Mineral property
      costs
    
    5,746
    
    
    
    
    
    -Professional fees
    
    78,962
    
    
    11,757
    
    
    4,888Total Expenses
    
    123,490
    
    
    14,788
    
    
    7,441Net Loss for
      the Period
    
    (123,490
    )
    
    (14,788
    )
    
    (7,441
    )


4

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Donated Rent

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

Donated Services

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

Mineral Property Costs

We did not incur any mineral property costs during the first
three months of fiscal 2008 as we have abandoned the exploration program on the
Pipe Property.

Professional Fees

Professional expenses included legal, accounting and auditing
  expenses associated with our corporate organization, the preparation of our
  financial statements, our filing of a registration statement with the Securities
  and Exchange Commission and our ongoing reporting obligations under the Securities
  Exchange Act of 1934.

Loss

Our entire loss since inception totals $123,490 including
$78,962 for professional fees, $5,746 for mineral property costs, $8,782 for
general and administrative costs, $15,000 for donated services, $7,500 for
donated rent and $7,500 impairment loss on mineral properties.

Liquidity And Capital Resources

Cash and Working Capital

As at November 30, 2007, we had cash of $97 and a working
capital deficit of $30,089, compared to cash of $162 and working capital of
$17,551 as at August 31, 2007.

Plan Of Operations

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

Cash Used In Operating Activities

We used cash of $818 in operating activities during the first
three months of fiscal 2008 compared to cash used of $3,069 in operating
activities during the first three months of fiscal 2007.

Cash From Investing Activities

We did not use any cash in investing activities during the
first three months of fiscal 2008.

5

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Cash from Financing Activities

We generated cash of $753 from financing activities
attributable to advances a director during the first three months of fiscal
2008. We did not generate any cash from financing activities during the first
three months of fiscal 2007.

Going Concern

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

Future Financings

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

Off-Balance Sheet Arrangements

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

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

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of
November 30, 2007, being the date of our most recently completed quarter. This
evaluation was carried out under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer, Mr. Warren Robb. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the rules and forms of the Securities and
Exchange Commission (the SEC).

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

During the fiscal quarter ended November 30, 2007, there were
no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended November 30, 2007.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|6
|-

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

|7
|-

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PART II  OTHER INFORMATION

|Item 1. | Legal Proceedings
|------- | -----------------

We currently are not a party to any material legal proceedings
and to our knowledge, no such proceedings are threatened or contemplated.

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

We did not complete any sales of securities without
registration under the Securities Act of 1933 during the three months ended
November 30, 2007.

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.

|Item 4. | Submission of Matters to a Vote of
      Securities Holders
|------- | -----------------------------------------------------------

No matters were submitted to our security holders for a vote
during the three months ended November 30, 2007.

|Item 5. | Other Information
|------- | -----------------

None.

|Item 6. | Exhibits
|------- | --------

The following exhibits are included with this Quarterly Report
on Form 10-QSB:

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

|(1) | Filed as an exhibit to the registration statement on Form
      SB-2 filed with the SEC on July 13, 2006.
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|(2) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.                                       

8

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SIGNATURES

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

PIONEER EXPLORATION INC.

|By: | /s/ Warren Robb                                           | 
|--- | --------------------------------------------------------- | 
|    |                                                           | 
|    | Warren Robb                                               | 
|    | Chief Executive Officer and Chief Financial
      Officer | 
|    | Date: January 9, 2008                                     | 

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