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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 February 28, 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
  [   ] No[X]

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

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 May 10, 2007.

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 February 28, 2007

INDEX

|PART I FINANCIAL INFORMATION | 1          
|----------------------------- | -----------
|                              | Item 1.    
|                              | Item 2.    
|                              | Item 3.    
|                              | Item 3A(T).
|PART II OTHER INFORMATION    | 15         
|                              | Item 1.    
|                              | Item 2.    
|                              | Item 3.    
|                              | Item 4.    
|                              | Item 5.    
|                              | Item 6.    

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 Pioneer
Exploration Inc. (the Company) are included in this Quarterly Report on Form
10-QSB:

|                                                                                                                                                                                          | Page
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                          |     
|Balance
      Sheets as at February 28, 2007 (unaudited) and August 31, 2006 (audited)                                                                                                    | F-1 
|                                                                                                                                                                                          |     
|Statements
      of Operations for the three months and six months ended February 28, 2007
      and 2006 and for the period from incorporation (June 9, 2005) to February
      28, 2007 | F-2 
|                                                                                                                                                                                          |     
|Statements of Cash Flows for the six months ended February
      28, 2007 and 2006                                                                                                        | F-3 
|                                                                                                                                                                                          |     
|Notes
      to Financial Statements                                                                                                                                                       | F-4 

- 1 -

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

|                                                                      |  | February 28, |   |  | August 31, |  
|--------------------------------------------------------------------- |  | ------------ | - |  | ---------- | -
|                                                                      |  | 2007         |   |  | 2006       |  
|                                                                      |  | $            |   |  | $          |  
|                                                                      |  | (unaudited)  |   |  |            |  
|ASSETS                                                                |  |              |   |  |            |  
|Current Assets                                                        |  |              |   |  |            |  
|Cash                                                                  |  | 11,976       |   |  | 23,991     |  
|Due
      from related party (Note 3(a))                              |  | 43           |   |  |           |  
|Total Assets                                                          |  | 12,019       |   |  | 23,991     |  
|                                                                      |  |              |   |  |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                  |  |              |   |  |            |  
|Current Liabilities                                                   |  |              |   |  |            |  
|Accounts payable                                                      |  |             |   |  | 3,000      |  
|Accrued liabilities                                                   |  | 12,529       |   |  | 200        |  
|Total Liabilities                                                     |  | 12,529       |   |  | 3,200      |  
|Contingencies (Note 1)                                                |  |              |   |  |            |  
|Stockholders Equity (Deficit)                                        |  |              |   |  |            |  
|Preferred Stock, 10,000,000 shares authorized, $0.001 par
      value |  |              |   |  |            |  
|No shares issued and outstanding                                      |  |             |   |  |           |  
|Common Stock, 65,000,000 shares authorized, $0.001 par
      value    |  |              |   |  |            |  
|11,264,500 shares issued and outstanding                              |  | 11,265       |   |  | 11,265     |  
|Additional Paid-In Capital                                            |  | 59,636       |   |  | 59,636     |  
|Donated Capital (Note 3(b))                                           |  | 15,750       |   |  | 11,250     |  
|Deficit
      Accumulated During the Exploration Stage                |  | (87,161      | ) |  | (61,360    | )
|Total Stockholders Equity (Deficit)                                  |  | (510         | ) |  | 20,791     |  
|Total Liabilities
      and Stockholders Equity (Deficit)            |  | 12,019       |   |  | 23,991     |  

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

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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
      
      For the
      
      For theJune 9, 2005
      
      Three Months
      
      Three Months
      
      Six Months
      
      Six Months(Date of Inception)
      
      Ended
      
      Ended
      
      Ended
      
      Endedto February 28,
      
      February 28,
      
      February 28,
      
      February 28,
      
      February 28,2007
      
      2007
      
      2006
      
      2007
      
      2006$
      
      $
      
      $
      
      $
      
      $Revenue
      
      
      
      
      
      
      
      
      ExpensesDonated rent (Note 3(b))
      5,250
      
      750
      
      750
      
      1,500
      
      1,500Donated services
        (Note 3(b))
      10,500
      
      1,500
      
      1,500
      
      3,000
      
      3,000General and administrative
      4,254
      
      837
      
      633
      
      1,140
      
      687Impairment loss
        on mineral properties
      7,500
      
      
      
      448
      
      
      
      4,198Mineral property costs
      2,873
      
      2,425
      
      
      
      2,425
      
      Professional fees
      56,784
      
      12,848
      
      8,250
      
      17,736
      
      17,172Total Expenses
      87,161
      
      18,360
      
      11,581
      
      25,801
      
      26,557Net Loss
      (87,161
      )
      (18,360
      )
      (11,581
      )
      (25,801
      )
      (26,557
      )Net Loss Per Share  Basic and Diluted
      
      
      
      
      
      
      
      
      Weighted Average Shares Outstanding
      
      
      11,265,000
      
      11,065,000
      
      11,390,000
      
      11,062,000


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

- 2 -

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

|                                                         |  | For the      |   |  | For the      |  
|-------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                         |  | Six Months   |   |  | Six Months   |  
|                                                         |  | Ended        |   |  | Ended        |  
|                                                         |  | February 28, |   |  | February 28, |  
|                                                         |  | 2007         |   |  | 2006         |  
|                                                         |  | $            |   |  | $            |  
|                                                         |  |              |   |  |              |  
|Operating Activities                                     |  |              |   |  |              |  
|                                                         |  |              |   |  |              |  
|Net loss                                                 |  | (25,801      | ) |  | (26,557      | )
|                                                         |  |              |   |  |              |  
|Adjustments to reconcile net
      loss to net cash used |  |              |   |  |              |  
|in operating activities                                  |  |              |   |  |              |  
|Donated services
      and rent                          |  | 4,500        |   |  | 4,500        |  
|Impairment loss on mineral
      property costs          |  |             |   |  | 4,198        |  
|                                                         |  |              |   |  |              |  
|Changes in operating assets and liabilities              |  |              |   |  |              |  
|Due from related
      party                             |  | (43          | ) |  |             |  
|Accounts payable                                         |  | (3,000       | ) |  |             |  
|Due from related party                                   |  | 12,329       |   |  | (3,737       | )
|Net Cash Used In
      Operating Activities              |  | (12,015      | ) |  | (21,596      | )
|Investing Activities                                     |  |              |   |  |              |  
|Acquisition of mineral properties                        |  |             |   |  | (4,198       | )
|Net Cash Used in Investing Activities                    |  |             |   |  | (4,198       | )
|Financing Activities                                     |  |              |   |  |              |  
|Proceeds from issuance of
      common stock             |  |             |   |  | 11,576       |  
|Net Cash Provided
      By Financing Activities          |  |             |   |  | 11,576       |  
|Decrease in Cash                                         |  | (12,015      | ) |  | (14,218      | )
|Cash - Beginning
      of Period                         |  | 23,991       |   |  | 16,331       |  
|Cash - End of Period                                     |  | 11,976       |   |  | 2,113        |  
|Non-Cash Investing and Financing Activities              |  |              |   |  |              |  
|Common shares issued to settle debt                      |  |             |   |  | 6,000        |  
|Supplemental Disclosures                                 |  |              |   |  |              |  
|                                                         |  |              |   |  |              |  
|Interest paid                                            |  |             |   |  |             |  
|Income taxes paid                                        |  |             |   |  |             |  

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

- 3 -

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

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company was incorporated in the State of Nevada on
      June 9, 2005. The Company is an Exploration Stage Company, as defined by
      Statement of Financial Accounting Standard (SFAS) No.7 Accounting
      and Reporting by Development Stage Enterprises. The Companys
      principal business is the acquisition and exploration of mineral
      resources. The Company has not presently determined whether its properties
      contain mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, confirmation of the Companys interests
      in the underlying properties, and the attainment of profitable operations.
      As at February 28, 2007, the Company has a working capital deficiency of
      $510 and has accumulated losses of $87,161 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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

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

| |    | options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | d) | 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 February 28, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | e) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | f) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The preparation of financial statements in accordance
      with United States generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities at the date of the financial statements
      and the reported amounts of revenue and expenses in the reporting period.
      The Company regularly evaluates estimates and assumptions related to
      deferred income tax asset valuation allowances. The Company bases its
      estimates and assumptions on current facts, historical experience and
      various other factors that it believes to be reasonable under the
      circumstances, the results of which form the basis for making judgments
      about the carrying values of assets and liabilities and the accrual of
      costs and expenses that are not readily apparent from other sources. The
      actual results experienced by the Company may differ materially and
      adversely from the Companys estimates. To the extent there are material
      differences between the estimates and the actual results, future results
      of operations will be affected.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | g) | 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.                

- 5 -

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

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

- 6 -

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

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

- 7 -

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

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

- 8 -

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

|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company entered into an Agreement dated August 25,
      2005 to acquire a 100% interest in three mineral claims located near Yale,
      British Columbia, Canada, 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.

- 9 -

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

The following discussion of our financial condition, changes in
financial condition and results of operations for the six months ended February
28, 2007 should be read in conjunction with our unaudited financial statements
and related notes for the six months ended February 28, 2007.

Overview of our Business

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

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

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

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

Exploration Stage Company

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

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

Our Plan of Operations

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

Geological Technician
    4 days @ $400/day
    CDN$ 1,600Prospector
    4 days @ $300/day
    CDN$ 1,200Truck Rental
    4 days @ $100/day
    CDN$    400Room and Board
    8 man days @ $60/man/day
    CDN$    480Field Supplies
    
    CDN$    100Summary Report
    
    CDN$ 1,000


- 10 -

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|Contingency @ 10% | CDN$ 500  
|----------------- | ----------
|                  |           
|TOTAL             | CDN$ 5,280

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

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

Critical Accounting Policies

Use of Estimates

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

Mineral Property Costs

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

**Long-Lived Assets**

In accordance with Financial Accounting Standards Board (FASB)
  SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
  Assets, the carrying value of intangible assets and other long-lived
  assets is reviewed on a regular basis for the existence of facts or circumstances
  that may suggest impairment. The Company recognizes impairment when the sum
  of the expected undiscounted future cash flows is less than the carrying amount
  of the asset. Impairment losses, if any, are measured as the excess of the carrying
  amount of the asset over its estimated fair value.

Results Of Operations  Six months Ended February 28, 2007
and 2006

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

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CumulativeThree
    
    
    Three
    
    
    Six
    
    
    Six
    
    
    frommonths
    
    
    months
    
    
    months
    
    
    months
    
    
    Incorporationended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    (June 9, 2005)February 28,
    
    
    February
    
    
    February
    
    
    February
    
    
    to February2007
    
    
    28, 2006
    
    
    28, 2007
    
    
    28, 2006
    
    
    28, 2007(Unaudited)
    
    
    (Unaudited)
    
    
    **(Unaudited)**
    
    
    **(Unaudited)**
    
    
    (Unaudited)Revenue
    
    -
    
    
    -
    
    
    
    
    
    
    
    
    -Expenses
    
    18,360
    
    
    11,581
    
    
    25,801
    
    
    26,557
    
    
    87,161Donated
      rent
    
    750
    
    
    750
    
    
    1,500
    
    
    1,500
    
    
    5,250Donated services
    
    1,500
    
    
    1,500
    
    
    3,000
    
    
    3,000
    
    
    10,500General
      and administrative
    
    -
    
    
    633
    
    
    1,140
    
    
    687
    
    
    4,254Impairment loss on
      mineral
    
    -
    
    
    448
    
    
    -
    
    
    4,198
    
    
    7,500propertiesMineral property costs
    
    2,425
    
    
    -
    
    
    2,425
    
    
    -
    
    
    2,873Professional fees
    
    12,848
    
    
    8,250
    
    
    17,736
    
    
    17,172
    
    
    56,784Net Loss for the Period
    
    (18,360
    )
    
    (11,581
    )
    
    (25,801
    )
    
    (26,557
    )
    
    (87,161
    )


Donated Rent

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

Donated Services

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

Mineral Property Costs

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

Professional Fees

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

*Loss*

Our entire loss since inception totals $87,161 including
$56,784 for professional fees, $10,500 for donated services, $5,250 for donated
rent and $7,500 impairment loss on mineral properties.

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Liquidity And Capital Resources

Cash and Working Capital

As at February 28, 2007, we had cash of $11,976 and a working
capital deficit of $510, compared to cash of $23,991 and working capital of
$20,791 as at August 31, 2006.

Plan Of Operations

We expect to commence exploration activities in 2007 and this
will cause us to incur exploration and property costs for the year ending August
31, 2007. Exploration expenditures for Phase I and Phase II of our exploration
program have a preliminary budget of approximately $42,541 (CDN$ 50,280). In
order to renew our mineral claim and keep it in good standing, we have to pay
approximately $4,395 (CDN$ 5,194) each year to the British Columbia Mineral
Titles Branch or instead, complete and file an assessment report detailing the
equivalent in work on the claims for each year. Operational overhead for all of
2007 should be less than $35,000. We currently do not have sufficient funds to
conduct our planned 2007 exploration program and we will need to raise
additional funding for our intended corporate and exploration activities in the
next 12 months.

Cash Used In Operating Activities

We used cash of $ 12,015 in operating activities during the
first six months of fiscal 2007 compared to cash used of $21,596 in operating
activities during the first six months of fiscal 2006.

We have applied cash generated from financing activities to
fund cash used in operating activities.

Cash From Investing Activities

We did not use any cash in investing activities during the
first six months of fiscal 2007. Cash of $4,198 was used in investing activities
during the first six months of fiscal 2006 which was attributable to our
acquisition of our mineral properties.

Cash from Financing Activities

We did not generate any cash from financing activities during
the first six months of fiscal 2007. We generated cash of $11,576 from financing
activities during the first six months of fiscal 2006, all of which was to
shares issued for cash.

Going Concern

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

Future Financings

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

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Off-Balance Sheet Arrangements

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

Item
3.                    
Controls and Procedures

As required by Rule 13a 15 under the Securities Exchange Act
  of 1934 (the “Exchange Act”), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of February 28, 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 February 28, 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 February 28, 2007.

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

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

Item
3A(T).              
Controls and Procedures

Not Applicable.

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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
February 28, 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 February 28, 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.                                       

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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.

/s/ Warren Robb

By:

________________________________Warren Robb Chief
Executive Officer and Chief Financial Officer

Date: May 14, 2007

- 16 -

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