UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549









FORM
10-Q


(Mark
One)





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





For the
quarterly period ended    November
30, 2008





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





For the
transition period from      to





Commission
file number 333-135743








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








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





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.


[
X ]
Yes         [    ]  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange
Act.





Larger
accelerated
filer                                                [     ]                                                                                                      
Accelerated
filer                                           
[     ]


Non-accelerated
filer                                                  
  [     ]  (Do not check if a smaller reporting
company)                   Smaller
reporting
company                       
[ X ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[
X ]
Yes         [   ]  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.





Class
              Outstanding at January 6,
    2009common
      stock - $0.001 par value
              11,264,500





Page
- 1


PART
I – FINANCIAL INFORMATION





Item
1.                      Financial
Statements.








PIONEER
EXPLORATION INC.


(an
exploration stage company)





INTERIM FINANCIAL
STATEMENTS





November
30, 2008





(Unaudited)

















Index





Balance
Sheets                                                                                                                                                        
 F-1





Statements of
Operations                                                                                                                                         F-2





Statements of Cash
Flows                                                                                                                                        F-3





Notes to the Financial
Statements                                                                                                                        F-4











Page
- 2





Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Balance Sheets


(Expressed
in U.S. dollars)





November
      30,
                                                      2008
                                                      $
                                                    
                                                    
                                                    August
      31, 2008
                                                      $(unaudited)ASSETSCurrent
      AssetsCash
                                                    
                                                    34,380
                                                    
                                                    
                                                    
                                                    217Deposit
      (Note 3)
                                                    
                                                    15,269
                                                    
                                                    
                                                    
                                                    –Total
      Assets
                                                    
                                                    49,649
                                                    
                                                    
                                                    
                                                    217LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable
                                                    
                                                    8,118
                                                    
                                                    
                                                    
                                                    5,215Accrued
      liabilities
                                                    
                                                    44,528
                                                    
                                                    
                                                    
                                                    29,351Convertible
      note payable (Note 5)
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    –Due
      to related party (Note 4(a))
                                                    
                                                    42,998
                                                    
                                                    
                                                    
                                                    44,458Total
      Liabilities
                                                    
                                                    145,644
                                                    
                                                    
                                                    
                                                    79,024Contingencies
      (Note 1 and 3)Stockholders’
      DeficitPreferred
      Stock, 10,000,000 shares authorized, $0.001 par value
                                                      No
      shares issued and outstanding
                                                    
                                                    –
                                                    
                                                    
                                                    
                                                    –Common
      Stock, 65,000,000 shares authorized, $0.001 par value
                                                      11,264,500
      shares issued and outstanding
                                                    
                                                    11,265
                                                    
                                                    
                                                    
                                                    11,265Additional
      Paid-In Capital
                                                    
                                                    109,636
                                                    
                                                    
                                                    
                                                    59,636Donated
      Capital (Note 4(b))
                                                    
                                                    31,500
                                                    
                                                    
                                                    
                                                    29,250Deficit
      Accumulated During the Exploration Stage
                                                    
                                                    (248,396
                                                    )
                                                    
                                                    
                                                    (178,958
                                                    )Total
      Stockholders’ Deficit
                                                    
                                                    (95,995
                                                    )
                                                    
                                                    
                                                    (78,807
                                                    )Total
      Liabilities and Stockholders’ Deficit
                                                    
                                                    49,649
                                                    
                                                    
                                                    
                                                    217






















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







F
- 1


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Statements of Operations


(Expressed
in U.S. dollars)


(unaudited)





Accumulated
      from
                                                                    
                                                                    
                                                                    For
      the
                                                                    
                                                                    
                                                                    For
      theJune
      9, 2005
                                                                    
                                                                    
                                                                    Three
      Months
                                                                    
                                                                    
                                                                    Three
      Months(Date
      of Inception)
                                                                    
                                                                    
                                                                    Ended
                                                                    
                                                                    
                                                                    Endedto
      November 30,
                                                                    
                                                                    
                                                                    November
      30,
                                                                    
                                                                    
                                                                    November
      30,2008
                                                                    
                                                                    
                                                                    2008
                                                                    
                                                                    
                                                                    2007$
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    
                                                                    $Revenue
                                                                    
                                                                    –
                                                                    
                                                                    
                                                                    
                                                                    –
                                                                    
                                                                    
                                                                    
                                                                    –ExpensesDonated
      rent (Note 4(b))
                                                                    
                                                                    10,500
                                                                    
                                                                    
                                                                    
                                                                    750
                                                                    
                                                                    
                                                                    
                                                                    750Donated
      services (Note 4(b))
                                                                    
                                                                    21,000
                                                                    
                                                                    
                                                                    
                                                                    1,500
                                                                    
                                                                    
                                                                    
                                                                    1,500Foreign
      Exchange
                                                                    
                                                                    (6,011
                                                                    )
                                                                    
                                                                    
                                                                    (6,671
                                                                    )
                                                                    
                                                                    
                                                                    674General
      and administrative
                                                                    
                                                                    11,799
                                                                    
                                                                    
                                                                    
                                                                    3,263
                                                                    
                                                                    
                                                                    
                                                                    107Impairment
      loss on mineral properties
                                                                    
                                                                    7,500
                                                                    
                                                                    
                                                                    
                                                                    –
                                                                    
                                                                    
                                                                    
                                                                    –Interest
      expense (Note 5)
                                                                    
                                                                    50,000
                                                                    
                                                                    
                                                                    
                                                                    50,000
                                                                    
                                                                    
                                                                    
                                                                    –Mineral
      property costs
                                                                    
                                                                    5,887
                                                                    
                                                                    
                                                                    
                                                                    –
                                                                    
                                                                    
                                                                    
                                                                    –Professional
      fees
                                                                    
                                                                    147,721
                                                                    
                                                                    
                                                                    
                                                                    20,596
                                                                    
                                                                    
                                                                    
                                                                    11,757Total
      Expenses
                                                                    
                                                                    248,396
                                                                    
                                                                    
                                                                    
                                                                    69,438
                                                                    
                                                                    
                                                                    
                                                                    14,788Net
      Loss
                                                                    
                                                                    (248,396
                                                                    )
                                                                    
                                                                    
                                                                    (69,438
                                                                    )
                                                                    
                                                                    
                                                                    (14,788
                                                                    )Net
      Loss Per Share – Basic and Diluted
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    (0.01
                                                                    )
                                                                    
                                                                    
                                                                    –Weighted
      Average Shares Outstanding
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    11,264,500
                                                                    
                                                                    
                                                                    
                                                                    11,264,500






















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







F
- 2


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Statement of Cash Flows


(Expressed
in U.S. dollars)


(unaudited)





For
      the
                                                            
                                                            
                                                            For
      theThree
      Months
                                                            
                                                            
                                                            Three
      MonthsEnded
                                                            
                                                            
                                                            EndedNovember
      30,
                                                            
                                                            
                                                            November
      30,2008
                                                            
                                                            
                                                            2007$
                                                            
                                                            
                                                            
                                                            $Operating
      ActivitiesNet
      loss
                                                            
                                                            (69,438
                                                            )
                                                            
                                                            
                                                            (14,788
                                                            )Adjustment
      to reconcile net loss to net cash used in operating
    activitiesInterest
                                                            
                                                            50,000
                                                            
                                                            
                                                            
                                                            –Donated
      services and rent
                                                            
                                                            2,250
                                                            
                                                            
                                                            
                                                            2,250Changes
      in operating assets and liabilitiesAccounts
      payable
                                                            
                                                            2,903
                                                            
                                                            
                                                            
                                                            (650
                                                            )Accrued
      liabilities
                                                            
                                                            15,177
                                                            
                                                            
                                                            
                                                            10,851Due
      from related party
                                                            
                                                            (6,437
                                                            )
                                                            
                                                            
                                                            1,519Net
      Cash Used In Operating Activities
                                                            
                                                            (5,545
                                                            )
                                                            
                                                            
                                                            (818
                                                            )Investing
      ActivitiesDeposit
      on investment securities
                                                            
                                                            (15,269
                                                            )
                                                            
                                                            
                                                            –Net
      Cash Used In Investing Activities
                                                            
                                                            (15,269
                                                            )
                                                            
                                                            
                                                            –Financing
      ActivitiesAdvances
      from related party
                                                            
                                                            4,977
                                                            
                                                            
                                                            
                                                            753Proceeds
      from loans payable
                                                            
                                                            50,000
                                                            
                                                            
                                                            
                                                            –Net
      Cash Provided by Financing Activities
                                                            
                                                            54,977
                                                            
                                                            
                                                            
                                                            753Increase
      (Decrease) in Cash
                                                            
                                                            34,163
                                                            
                                                            
                                                            
                                                            (65
                                                            )Cash
      - Beginning of Period
                                                            
                                                            217
                                                            
                                                            
                                                            
                                                            162Cash
      - End of Period
                                                            
                                                            34,380
                                                            
                                                            
                                                            
                                                            97Supplemental
      DisclosuresInterest
      paid
                                                            
                                                            –
                                                            
                                                            
                                                            
                                                            –Income
      taxes paid
                                                            
                                                            –
                                                            
                                                            
                                                            
                                                            –


















































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










F
- 3


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to Financial Statements


November
30, 2008


(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
November 30, 2008, the Company has a working capital deficiency of $111,264 and
has accumulated losses of $248,396 since inception. These factors raise
substantial doubt regarding the Company’s ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.








2.
            Summary
      of Significant Accounting Policies




a)
            Basis
      of Presentation




These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars. The Company’s fiscal year-end is August 31.




b)
            Interim
      Financial Statements




The
interim unaudited  financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions for Securities and
Exchange Commission (“SEC”) Form 10-Q. They do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Therefore, these financial statements should
be read in conjunction with the Company’s audited consolidated financial
statements and notes thereto for the year ended August 31, 2008, included in the
Company’s Annual Report on Form 10-K filed on December 2, 2008 with the
SEC.




The
financial statements included herein are unaudited; however, they contain all
normal recurring accruals and adjustments that, in the opinion of management,
are necessary to present fairly the Company’s financial position at November 30,
2008, and the results of its operations and cash flows for the three months
ended November 30, 2008 and 2007. The results of operations for the three months
ended November 30, 2008 are not necessarily indicative of the results to be
expected for future quarters or the full year.




c)
            Use
      of Estimates




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




d)
            Cash
      and Cash Equivalents




The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.







F
- 4


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


November
30, 2008


(Expressed
in U.S. Dollars)


(unaudited)




2.
            Summary
      of Significant Accounting Policies
(continued)









e)
            Investment
      Securities




The
Company reports its investment in equity securities at cost, pursuant to
Accounting Principles Board Opinion (APB) 18 - The Equity Method of Accounting for
Investments in Common Stock as the fair value of the investment is not
readily determinable.




The
Company periodically reviews these investments for other-than-temporary declines
in fair value based on the specific identification method and writes down
investments to their fair value when an other-than-temporary decline has
occurred. When determining whether a decline is other-than-temporary, the
Company examines (i) the length of time and the extent to which the fair value
of an investment has been lower than its carrying value: (ii) the financial
condition and near-term prospects of the investee, including any specific events
that may influence the operations of the investee such as changes in technology
that may impair the earnings potential of the investee: and (iii) the Company’s
intent and ability to retain its investment in the investee for a sufficient
period of time to allow for any anticipated recovery in market value. The
Company generally believes that an other-than-temporary decline has occurred
when the fair value of the investment is below the carrying value for one year,
absent of evidence to the contrary.




f)
            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.




g)
            Long-lived
      Assets




In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company tests long-lived assets or
asset groups for recoverability when events or changes in circumstances indicate
that their carrying amount may not be recoverable. Circumstances which could
trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset; current
period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life. Recoverability is
assessed based on the carrying amount of the asset and its fair value which is
generally determined based on the sum of the undiscounted cash flows expected to
result from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.




h)
            Asset
      Retirement Obligations




The
Company follows the provisions of SFAS No. 143, “Accounting for Asset Retirement
Obligations,” which establishes standards for the initial measurement and
subsequent accounting for obligations associated with the sale, abandonment or
other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such
assets.




i)
            Financial
      Instruments




The fair
values of financial instruments, which include cash, accounts payable, accrued
liabilities, note payable and due to related party were estimated to approximate
their carrying values due to the immediate or short-term maturity of these
financial instruments. Foreign currency transactions are primarily undertaken in
Canadian dollars. The financial risk is the risk to the Company’s operations
that arise from fluctuations in foreign exchange rates and the degree of
volatility of these rates. Currently, the Company does not use derivative
instruments to reduce its exposure to foreign currency risk.







F
- 5


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


November
30, 2008


(Expressed
in U.S. Dollars)


(unaudited)





2.       Summary
of Significant Accounting Policies (continued)




j)
            Income
      Taxes




The
Company accounts for income taxes using the asset and liability method in
accordance with SFAS No. 109, “Accounting for Income Taxes”.
The asset and liability method provides that deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.




k)
            Foreign
      Currency Translation




The
Company’s functional and reporting currency is the United States dollar.
Occasional transactions may occur in Canadian dollars and management has adopted
SFAS No. 52 “Foreign Currency
Translation”. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Non-monetary assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the date of the
transaction. Average monthly rates are used to translate revenues and expenses.
Gains and losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination of
income.




l)
            Comprehensive
      Loss


SFAS No.
130, “Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. As at
November 30, 2008 and 2007, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.




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




The
Company computes net earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 128 requires presentation of both basic and diluted earnings per share
(“EPS”) on the face of the income statement. Basic EPS is computed by dividing
net earnings (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.




n)
            Stock-based
      Compensation




In
accordance with SFAS 123R, “Share Based Payments”, the Company accounts for
share-based payments using the fair value method. The Company has not issued any
stock options or share based payments since its inception. Common shares issued
to third parties for non-cash consideration are valued based on the fair market
value of the services provided or the fair market value of the common stock on
the measurement date, whichever is more readily determinable.




o)
            Recently
      Issued Accounting Pronouncements




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts – An interpretation of FASB Statement No.
60”.  SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted.  The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.










F
- 6


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


November
30, 2008


(Expressed
in U.S. Dollars)


(unaudited)





2.       Summary
of Significant Accounting Policies (continued)




o) Recently
Issued Accounting Pronouncements (continued)




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  It is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles”. The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”. SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years beginning after November 15, 2008, with early
adoption encouraged.  The adoption of this statement is not expected
to have a material effect on the Company’s financial statements.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007) “Business Combinations”. SFAS
No. 141 (revised 2007) establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS No. 141 (revised 2007) also provides guidance for
recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. SFAS No. 141 (revised 2007) will become effective for the fiscal
year beginning after December 15, 2008. The adoption of this statement is not
expected to have a material effect on the Company’s financial
statements.




In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 will
become effective for the fiscal year beginning after December 15, 2008. The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




p) Reclassifications




Certain
reclassifications have been made to the prior period’s financial statements to
conform to the current period’s presentation.




3.
            Deposit




The
Company has entered into two separate share purchase agreements to acquire an
aggregate of 125,000 free trading common shares of Macallan Oil & Gas Inc.
(“Macallan”), representing a 2.1% equity investment, for an aggregate
acquisition cost of CDN$93,750.  The Company further agreed that if
Cdn$250,000 or more is raised at any one time, the Company will pay out the
remaining payments to the sellers at their demand. The transactions will be
completed upon payment of the final payments.




a)
            On
      November 20, 2008, the Company entered into a share purchase agreement for
      the acquisition of 75,000 shares of Macallan for the purchase price of
      CDN$56,250.  The Company has paid $9,161 (CDN$11,700) as an
      initial payment and must make three additional payments of CDN$14,850
      each, with each payment due on or before January 19, 2009, March 20, 2009
      and May 19, 2009, respectively.  Upon receipt of the final
      payment, 75,000 shares will be delivered to the Company.  The
      effective date of sale and purchase of the shares will be the date on
      which the full amount of CDN$56,250 is
paid.




b)
            On
      November 20, 2008, the Company entered into a share purchase agreement for
      the acquisition of 50,000 shares of Macallan for the purchase price of
      CDN$37,500.  The Company has paid $6,108 (CDN$7,800) as an
      initial payment and must make three additional payments of CDN$9,900 each,
      with each payment due on or before January 19, 2009, March 20, 2009 and
      May 19, 2009, respectively.  Upon receipt of the final payment,
      50,000 shares will be delivered to the Company.  The effective
      date of sale and purchase of the Shares will be the date on which the full
      amount of CDN$37,500 is paid.




F
- 7


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


November
30, 2008


(Expressed
in U.S. Dollars)


(unaudited)







4.
            Related
      Party Transactions




a)
            As
      at November 30, 2008, the Company is indebted to the Secretary of the
      Company for $42,998 (August 31, 2008 - $44,458), representing expenditures
      paid on behalf of the Company. This amount is unsecured, bears no
      interest, and is due on demand.




b)
            The
      Company recognizes donated rent at $250 per month, donated services
      provided by the Secretary of the Company at $250 per month and donated
      services provided by the President of the Company at $250 per month.
      During the three month period ended November 30, 2008, the Company
      recognized $750 (2007 – $750) in donated rent and $1,500 (2007 – $1,500)
      in donated services.





5.
            Convertible
      Note




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




In
accordance with Emerging Issues Task Force (“EITF”) 98-5 “Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios”, the Company recognized the value of the embedded
beneficial conversion feature of $50,000 as additional paid-in capital and an
equivalent discount. The Company recorded interest expense of $50,000 resulting
from the difference between the stated value and carrying value at the date of
issuance as the note is due on demand.








F
- 8





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





The
following discussion of Pioneer’s financial condition, changes in financial
condition and results of operations for the three months ended November 30, 2008
should be read in conjunction with Pioneer’s unaudited financial statements and
related notes for the three months ended November 30, 2008.





Forward
Looking Statements





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





Overview





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





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





Management
has decided to expand Pioneer’s focus and identify and assess new projects for
acquisition purposes that are more global in nature.  Management will
continue to focus on exploring and adding value to the project interests already
acquired but will also now focus on new projects on an international
level.





Plan
of Operation





During
the next 12 months management plans on acquiring an interest in a new mineral or
oil and gas exploration property.  Pioneer has minimal finances and
accordingly there is no assurance that it will be able to acquire an interest in
any new property.  Management anticipates that Pioneer will have to
complete additional financings in connection with the acquisition of any
interest in a new property.  To date, Pioneer has not entered into any
agreements for the acquisition of any interest in a new
property.  Further, Pioneer has no arrangements for any financing
required to funds our continued operations or the acquisition of any interest in
a new property.  Further, even if Pioneer is able to acquire an
interest in a new property, there is no assurance that it will be able to raise
the financing necessary to complete exploration of the new
property.  Based on Pioneer’s financial position, there is no
assurance that Pioneer will be able to continue its business
operations.




Page
- 11





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





·
            Management
      anticipates spending approximately $2,500 in ongoing general and
      administrative expenses per month for the next 12 months, for a total
      anticipated expenditure of $30,000 over the next 12 months.  The
      general and administrative expenses for the year will consist primarily of
      professional fees for the audit and legal work relating to Pioneer’s
      regulatory filings throughout the year, as well as transfer agent fees,
      annual mineral claim fees and general office
  expenses.





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





·
            To
      complete the acquisition of the Macallan Oil & Gas shares, Pioneer
      will need to pay approximately
$60,000.





As at
November 30, 2008, Pioneer had cash of $34,380 and a working capital deficit of
$95,995.  Accordingly, Pioneer will require additional financing in
the amount of $197,995 in order to fund its obligations as a reporting company
under the Securities Act of
1934and itsgeneral and
administrative expenses for the next 12 months.





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





Risk
Factors





An
investment in Pioneer’s common stock involves a number of very significant
risks.  Prospective investors should refer to all the risk factors
disclosed in Pioneer’s Form SB-2/A filed on February 20, 2007 and Pioneer’s Form
10-KSB filed on December 11, 2007.





Liquidity
and Capital Resources





Cash
and Working Capital





As at
November 30, 2008, Pioneer had cash of $34,380 and a working capital deficit of
$95,995, compared to cash of $97 and working capital deficit of $30,089 as at
November 30, 2007.





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





Net Cash Used in Operating
Activities





Pioneer
used cash of $5,545 in operating activities during the first three months of
fiscal 2009 compared to cash used of $818 in operating activities during the
first three months of fiscal 2008.





Page
- 12








Net Cash Used in Investing
Activities





Net cash
used in investing activities was $15,269 for the first three months of fiscal
2009 as compared with cash flow from investing activities of $nil for the same
period in the previous fiscal year.  The increase in the investing
activities was a result of a deposit on investment securities for the Macallan
Oil & Gas shares.





Net Cash Provided by Financing
Activities





Net cash
flows provided by financing activities increased to $54,977 for the first three
months of fiscal 2009, as a result of $4,977 in advances from a related party
and $50,000 in loan proceeds.  Pioneer generated $753 from financing
activities during the first three months of fiscal 2008.





Results
of Operations – Three months ended November 30, 2008 and 2007





References
to the discussion below to fiscal 2009 are to Pioneer’s current fiscal year,
which will end on August 31, 2009.  References to fiscal 2008 are to
Pioneer’s fiscal year ended August 31, 2008.





Accumulated
      from
                      June
      9, 2005
                      (Date
      of Inception)
                      to
      November 30,
                      2008
                      $
                    For
      the
                      Three
      Months
                      Ended
                      November
      30,
                      2008
                      $
                    For
      the
                      Three
      Months
                      Ended
                      November
      30,
                      2007
                      $Revenue
                    –
                    –
                    –ExpensesDonated
      rent
                    10,500
                    750
                    750Donated
      services
                    21,000
                    1,500
                    1,500Foreign
      Exchange
                    (6,011)
                    (6,671)
                    674General
      and administrative
                    11,799
                    3,263
                    107Impairment
      loss on mineral properties
                    7,500
                    –
                    –Interest
      expense
                    50,000
                    50,000
                    –Mineral
      property costs
                    5,887
                    –
                    –Professional
      fees
                    147,721
                    20,596
                    11,757Total
      Expenses
                    248,396
                    69,438
                    14,788Net
      Loss
                    (248,396)
                    (69,438)
                    (14,788)





Donated
Rent





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





Donated
Services





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





Mineral
Property Costs





Pioneer
incurred $nil in mineral property costs during the first three months of fiscal
2009.  Pioneer has abandoned the exploration program on the Pipe
Property.




Page
- 13





Professional
Fees





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





Going
Concern





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





Future
Financings





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





Off-balance
Sheet Arrangements





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





Material
Commitments for Capital Expenditures





Pioneer
had no contingencies or long-term commitments at November 30, 2008.





Tabular
Disclosure of Contractual Obligations





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





Critical
Accounting Policies





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





Use
of Estimates





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




Page
- 14




Mineral
Property Costs





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





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





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





Item
4.  Controls and Procedures.





Disclosure Controls and
Procedures





Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified in the
SEC’s rules and forms.  Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A.  Pioneer’s internal control over
financial reporting is a process designed under the supervision of Pioneer’s
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of Pioneer’s financial statements for external purposes in accordance with U.S.
generally accepted accounting principles.





As of
November 30, 2008, management assessed the effectiveness of Pioneer’s internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the COSO and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below.  This was due to deficiencies that existed in
the design or operation of Pioneer’s internal control over financial reporting
that adversely affected its internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that management considered to
be material weaknesses under the standards of the Public Company Accounting
Oversight Board were: (1) lack of a functioning audit committee and lack of a
majority of outside directors on Pioneer’s board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with
control objectives; (3) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (4) ineffective
controls over period end financial disclosure and reporting
processes.  The aforementioned material weaknesses were identified by
Pioneer’s Chief Financial Officer in connection with the audit of its financial
statements as of November 30, 2008 and communicated the matters to
management.





Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an affect on Pioneer’s financial results.  However,
management believes that the lack of a functioning audit committee and lack of a
majority of outside directors on Pioneer’s board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures can result in Pioneer’s determination to its financial
statements for the future years.





Pioneer
is committed to improving its financial organization.  As part of this
commitment, Pioneer will create a position when funds are available to Pioneer
to segregate duties consistent with control objectives and will increase its
personnel resources and technical accounting expertise within the accounting
function:  i) Appointing one or more outside directors to its board of
directors who will also be appointed to the audit committee of Pioneer resulting
in a fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and
ii) Preparing and implementing sufficient written policies and checklists that
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure
requirements.





Management
believes that the appointment of one or more outside directors, who will also be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on
Pioneer’s Board.  In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses:  (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting
processes.  Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result proper
segregation of duties and provide more checks and balances within the
department.  Additional personnel will also provide the cross training
needed to support Pioneer if personnel turn over issues within the department
occur.  This coupled with the appointment of additional outside
directors will greatly decrease any control and procedure issues Pioneer may
encounter in the future.




Page
- 15





Management
will continue to monitor and evaluate the effectiveness of Pioneer’s internal
controls and procedures and its internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds
allow.





Changes in Internal
Controls





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





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





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





Item
1A.  Risk Factors.





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





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





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





Item
3.  Defaults Upon Senior Securities.





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




Page
- 16





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





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





Item
5.  Other Information.





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





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





Item
6.  Exhibits





(a)
            Index
      to and Description of Exhibits





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





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation, filed as an exhibit to Pioneer’s registration statement
      on Form SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
            Filed3.2
            By-Laws,
      filed as an exhibit to Pioneer’s registration statement on Form SB-2 filed
      on July 13, 2006, and incorporated herein by reference.
            Filed10.1
            Property
      Purchase Agreement dated August 25, 2005, filed as an exhibit to Pioneer’s
      registration statement on Form SB-2 filed on July 13, 2006, and
      incorporated herein by reference.
            Filed10.2
            Declaration
      of Trust, filed as an exhibit to Pioneer’s registration statement on Form
      SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
            Filed10.3
            Geological
      Report on the Pipe Claims, filed as an exhibit to Pioneer’s registration
      statement on Form SB-2 filed on July 13, 2006, and incorporated herein by
      reference.
            Filed10.4
            Letter
      Agreement dated November 5, 2008 between Pioneer Exploration Inc. and
      Scott Macleod, filed as an exhibit to Pioneer’s Form 8-K (Current Report)
      filed on November 13, 2008, and incorporated herein by
      reference.
            Filed10.5
            Letter
      Agreement dated November 5, 2008 between Pioneer Exploration Inc. and Ian
      McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current Report) filed
      on November 13, 2008, and incorporated herein by
reference.
            Filed10.6
            Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Scott Macleod, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
            Filed   Page
- 17
    Exhibit
              Description
              Status
 10.7
            Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Ian McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
            Filed10.8
            Promissory
      Note dated November 20, 2008 given to Tiger Ventures Group Ltd. by Pioneer
      Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual
      Report) filed on December 2, 2008, and incorporated herein by
      reference.
            Filed14
            Code
      of Ethics filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report)
      filed on April 16, 2008, and incorporated herein by
    reference.
            Filed31
            Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
            Included32
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
            Included














SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, Pioneer
Exploration Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.








PIONEER
EXPLORATION INC.










Dated:                      January 7,
2009                                                                By:/s/ Warren Robb


Name:                      Warren Robb


Title:                      CEO and CFO


(Principal Executive Officer
and


Principal Financial
Officer)











Page
- 18













Exhibit
31















Page
- 19




PIONEER
EXPLORATION INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Warren
Robb, certify that:




1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ending
November 30, 2008 of Pioneer Exploration Inc.;




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




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




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




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




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




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




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




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




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




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






Date:  January
7, 2009






/s/
Warren Robb


Warren
Robb


Chief
Executive Officer




Page
- 20




PIONEER
EXPLORATION INC.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION




I, Warren
Robb, certify that:




1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ending
November 30, 2008 of Pioneer Exploration Inc.;




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




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




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




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




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




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




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




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




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




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






Date:  January
7, 2009






/s/
Warren Robb


Warren
Robb


Chief
Financial Officer




Page
- 21













Exhibit
32














Page
- 22






CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002











In
connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”)
on Form 10-Q for the period ending November 30, 2008 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Warren
Robb, President, Chief Executive Officer of the Company and a member of the
Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:






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






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










/s/
Warren Robb


Warren
Robb


Chief
Executive Officer






January
7, 2009




Page
- 23






CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002









In
connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”)
on Form 10-Q for the period ending November 30, 2008 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Warren
Robb, Chief Financial Officer of the Company and a member of the Board of
Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:






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






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




















/s/
Warren Robb


Warren
Robb


Chief
Financial Officer






January
7, 2009








Page
- 24