UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549









FORM
10-Q


(Mark
One)





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





For the
quarterly period
ended                                                                May
31,
2009





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


[    ]
Yes         [    ]  No





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





Larger
accelerated
filer                                                [     ]                                                                                                    
Accelerated
filer                                                  
[     ]


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





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


[
X ]
Yes         [   ]  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





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





Class
            Outstanding at July 13,
  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





May
31, 2009





(Unaudited)























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)





May
      31,
              2009
              $
            
            
            August
      31,
              2008
              $(Unaudited)ASSETSCurrent
      AssetsCash
            
            10,813
            
            
            
            217Total
      Current Assets
            
            10,813
            
            
            
            217Investment
      (Note 3)
            
            76,389
            
            
            
            –Total
      Assets
            
            87,202
            
            
            
            217LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable
            
            340
            
            
            
            5,215Accrued
      liabilities
            
            30,053
            
            
            
            29,351Convertible
      notes payable (Note 5)
            
            136,000
            
            
            
            –Due
      to related party (Note 4(a))
            
            48,808
            
            
            
            44,458Total
      Liabilities
            
            215,201
            
            
            
            79,024Contingencies
      (Note 1)Stockholders’
      DeficitPreferred
      Stock, 10,000,000 shares authorized, $0.001 par value
              No
      shares issued and outstanding
            
            –
            
            
            
            –Common
      Stock, 65,000,000 shares authorized, $0.001 par value
              11,264,500
      shares issued and outstanding
            
            11,265
            
            
            
            11,265Additional
      Paid-In Capital
            
            141,470
            
            
            
            59,636Donated
      Capital (Note 4(b))
            
            35,250
            
            
            
            29,250Deficit
      Accumulated During the Exploration Stage
            
            (315,984
            )
            
            
            (178,958
            )Total
      Stockholders’ Deficit
            
            (127,999
            )
            
            
            (78,807
            )Total
      Liabilities and Stockholders’ Deficit
            
            87,202
            
            
            
            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
      the
            
            
            For
      the
            
            
            For
      theJune
      9, 2005
            
            
            Three
      Months
            
            
            Three
      Months
            
            
            Nine
      Months
            
            
            Nine
      Months(Date
      of Inception)
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            Endedto
      May 31,
            
            
            May
      31,
            
            
            May
      31,
            
            
            May
      31,
            
            
            May
      31,2009
            
            
            2009
            
            
            2008
            
            
            2009
            
            
            2008$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Revenue
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –ExpensesDonated
      rent (Note 4(b))
            
            11,250
            
            
            
            –
            
            
            
            750
            
            
            
            1,500
            
            
            
            2,250Donated
      services (Note 4(b))
            
            24,000
            
            
            
            1,500
            
            
            
            1,500
            
            
            
            4,500
            
            
            
            4,500Foreign
      exchange
            
            (3,847
            )
            
            
            5,295
            
            
            
            (320
            )
            
            
            (1,782
            )
            
            
            616General
      and administrative
            
            19,622
            
            
            
            1,945
            
            
            
            1,170
            
            
            
            8,362
            
            
            
            2,319Impairment
      loss on mineral properties
            
            7,500
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –Interest
      expense (Note 5)
            
            81,833
            
            
            
            11,000
            
            
            
            –
            
            
            
            81,833
            
            
            
            –Mineral
      property costs
            
            5,887
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            141Professional
      fees
            
            169,739
            
            
            
            14,151
            
            
            
            6,466
            
            
            
            42,613
            
            
            
            54,417Total
      Expenses
            
            315,984
            
            
            
            33,891
            
            
            
            9,566
            
            
            
            137,026
            
            
            
            64,243Net
      Loss
            
            (315,984
            )
            
            
            (33,891
            )
            
            
            (9,566
            )
            
            
            (137,026
            )
            
            
            (64,243
            )Net
      Loss Per Share – Basic and Diluted
            
            
            
            
            
            –
            
            
            
            –
            
            
            
            (0.01
            )
            
            
            (0.01
            )Weighted
      Average Shares Outstanding
            
            
            
            
            
            11,264,500
            
            
            
            11,264,500
            
            
            
            11,264,500
            
            
            
            11,264,500




















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







F
- 2


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Statement of Cash Flows


(Expressed
in U.S. dollars)


(Unaudited)





For
      the
            
            
            For
      theNine
      Months
            
            
            Nine
      MonthsEnded
            
            
            EndedMay
      31,
            
            
            May
      31,2009
            
            
            2008$
            
            
            
            $Operating
      ActivitiesNet
      loss
            
            (137,026
            )
            
            
            (64,243
            )Adjustment
      to reconcile net loss to net cash used in operating
    activitiesAccretion
      of convertible notes payable
            
            81,833
            
            
            
            –Donated
      services and rent
            
            6,000
            
            
            
            6,750Changes
      in operating assets and liabilitiesAccounts
      payable
            
            (4,875
            )
            
            
            2,710Accrued
      liabilities
            
            702
            
            
            
            28,550Due
      from related party
            
            (626
            )
            
            
            1,723Net
      Cash Used In Operating Activities
            
            (53,992
            )
            
            
            (24,510
            )Investing
      ActivitiesPurchase
      of investment
            
            (76,389
            )
            
            
            –Net
      Cash Used In Investing Activities
            
            (76,389
            )
            
            
            –Financing
      ActivitiesAdvances
      from related party
            
            4,977
            
            
            
            27,692Proceeds
      from convertible notes payable
            
            136,000
            
            
            
            –Net
      Cash Provided by Financing Activities
            
            140,977
            
            
            
            27,692Increase
      in Cash
            
            10,596
            
            
            
            3,182Cash
      - Beginning of Period
            
            217
            
            
            
            162Cash
      - End of Period
            
            10,813
            
            
            
            3,344Supplemental
      DisclosuresInterest
      paid
            
            –
            
            
            
            –Income
      taxes paid
            
            –
            
            
            
            –
















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







F
- 3





Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to Financial Statements


May 31,
2009


(Expressed
in U.S. Dollars)


(Unaudited)







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, and the attainment of profitable operations.
As at May 31, 2009, the Company has a working capital deficiency of $204,388 and
has accumulated losses of $315,984 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 May 31,
2009, and the results of its operations and cash flows for the nine months ended
May 31, 2009. The results of operations for the nine months ended May 31, 2009
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 donated expenses and deferred income tax asset valuation
allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.




d)
            Cash
      and Cash Equivalents




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











F
- 4








Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2009


(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)
            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 carry-forwards. Deferred tax assets and
liabilities are measured using the currently enacted tax rates and laws that
will be in effect when the differences are expected to reverse. The Company
records a valuation allowance to reduce deferred tax assets to the amount that
is believed more likely than not to be realized.










F
- 5


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2009


(Expressed
in U.S. Dollars)


(Unaudited)





2.      Summary
of Significant Accounting Policies (continued)




j)
            Financial
      Instruments and Fair Value Measures




SFAS No.
157 “Fair Value
Measurements” requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. SFAS No.
157 establishes a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used to measure fair value. A
financial instrument’s categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. SFAS No. 157 prioritizes the inputs into three levels that may be
used to measure fair value:





Level
1




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




Level
2




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




Level
3




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




Financial
instruments consist principally of cash, investment in Macallan Oil & Gas
Ltd. (“Macallan”), accounts payable, convertible notes payable and due to
related parties. Pursuant to SFAS No. 157, the fair value of cash equivalents is
determined based on “Level 1” inputs, which consist of quoted prices in active
markets for identical assets. The Company’s investment in Macallan is measured
at cost, which is determined based on “Level 3” inputs, since Macallan is a
private company and valuation inputs are unobservable. The recorded values of
all of other financial instruments approximate their current fair values because
of their nature and respective maturity dates or durations.




The
Company’s operations are in Canada, which results in exposure to market risks
from changes in foreign currency rates. 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.




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 May 31,
2009 and 2008, the Company has no items that represent a comprehensive loss and,
therefore, has not included a schedule of comprehensive loss in the financial
statements.














F
- 6





Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2009


(Expressed
in U.S. Dollars)


(Unaudited)





2.      Summary
of Significant Accounting Policies (continued)




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




On
April 13, 2009, the Securities and Exchange Commission’s (“SEC”) Office of
the Chief Accountant and Division of Corporation Finance issued SEC Staff
Accounting Bulletin 111 (“SAB 111”). SAB 111 amends and replaces SAB Topic 5M,
“Miscellaneous
Accounting—Other Than Temporary Impairment of Certain Investments in Equity
Securities”to reflect FSP FAS 115-2 and FAS 124-2. This FSP provides
guidance for assessing whether an impairment of a debt security is other than
temporary, as well as how such impairments are presented and disclosed in the
financial statements. The amended SAB Topic 5M maintains the prior staff views
related to equity securities but has been amended to exclude debt securities
from its scope. SAB 111 is effective upon the adoption of FSP FAS 115-2 and FAS
124-2. The Company is currently evaluating the impact, if any, that the adoption
of SAB 111 will have on the financial statements of the Company.




On April
9, 2009, the FASB issued three FSPs intended to provide additional application
guidance and enhanced disclosures regarding fair value measurements and
other-than-temporary impairments of securities.




FSP FAS
157-4, “Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly,” provides guidelines for making fair value measurements more
consistent with the principles presented in FASB Statement No. 157, “Fair Value Measurements.” FSP FAS
157-4 must be applied prospectively and retrospective application is not
permitted. FSP FAS 157-4 is effective for interim and annual periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP
FAS 115-2 and FAS 124-2.




FSP FAS
115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairments,” provides additional guidance designed
to create greater clarity and consistency in accounting for and presenting
impairment losses on debt securities. FSP FAS 115-2 and FAS 124-2 is effective
for interim and annual periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity may early adopt
this FSP only if it also elects to early adopt FSP FAS 157-4.




FSP FAS
107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments,” enhances
consistency in financial reporting by increasing the frequency of fair value
disclosures. FSP 107-1 and APB 28-1 is effective for interim periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. However, an entity may early adopt these interim fair value
disclosure requirements only if it also elects to early adopt FSP FAS 157-4 and
FSP FAS 115-2 and FAS 124-2.




The
Company is currently evaluating the impact, if any, that the adoption of these
FSPs will have on its financial statements.







F
- 7
 Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2009


(Expressed
in U.S. Dollars)


(Unaudited)







2.      Summary
of Significant Accounting Principles (continued)




o)
            Recently
      Issued Accounting Pronouncements
(continued)




In June
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities”. FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after December 15,
2008 and earlier adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company’s financial
statements.




In May
2008, the 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.




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 non-controlling
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 “Non-controlling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160
establishes accounting and reporting standards for the non-controlling 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.








F
- 8


Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2009


(Expressed
in U.S. Dollars)


(Unaudited)





2.      Summary
of Significant Accounting Policies (continued)




p)
            Recently
      Adopted Accounting Pronouncements




In
April 2009 the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies”, or FSP 141R-1. FSP 141R-1 amends the provisions in
Statement 141R for the initial recognition and measurement, subsequent
measurement and accounting, and disclosures for assets and liabilities arising
from contingencies in business combinations. The FSP eliminates the distinction
between contractual and non-contractual contingencies, including the initial
recognition and measurement criteria in Statement 141R and instead carries
forward most of the provisions in SFAS 141 for acquired contingencies. FSP
141R-1 is effective for contingent assets and contingent liabilities acquired in
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement No.
115”. This statement permits entities to choose to measure many financial
instruments and certain other items at fair value. Most of the provisions of
SFAS No. 159 apply only to entities that elect the fair value option. However,
the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”.
The adoption of this statement did not have a material effect on the Company's
financial statements.




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.
The objective of SFAS No. 157 is to increase consistency and comparability in
fair value measurements and to expand disclosures about fair value measurements.
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and expands disclosures about
fair value measurements. SFAS No. 157 applies under other accounting
pronouncements that require or permit fair value measurements and does not
require any new fair value measurements. The provisions of SFAS No. 157 are
effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement did not have a material effect
on the Company's financial statements.




q)
            Reclassifications




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




3.  Investment




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




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




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




Macallan
is a private Barbados company and has a 39% revenue interest in an oil discovery
in Trinidad Tobago. The 125,000 Shares being acquired by the Company represent
2.1% of all of the issued and outstanding shares of Macallan.








F
- 9





Pioneer
Exploration Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


May 31,
2009


(Expressed
in U.S. Dollars)


(Unaudited)







4.  Related
Party Balances and Transactions




a)
            As
      at May 31, 2009, the Company is indebted to the Secretary of the Company
      for $48,808 (August 31, 2008 - $44,458), representing expenditures paid on
      behalf of the Company. This amount is unsecured, non-interest bearing, and
      due on demand.




b)
            The
      Company recognizes 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. In addition, the Company previously
      recognized donated rent at $250 per month up until February 28, 2009,
      after which the Company began renting office space from an unrelated third
      party. During the nine month period ended May 31, 2009, the Company
      recognized $1,500 (May 31, 2008 – $2,250) in donated rent and $4,500 (May
      31, 2008 – $4,500) in donated
services.




5.  Convertible
Notes Payable




a)
            On
      November 20, 2008, the Company received a $50,000 loan and issued a
      promissory note. The note is convertible into 200,000 common shares of the
      Company at the holder’s 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.




b)
            On
      February 19, 2009, the Company received a $50,000 loan and issued a
      promissory note. The note is convertible into 41,667 common shares of the
      Company at the holder’s 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 $20,833 as additional paid-in capital and an
equivalent discount. The Company recorded interest expense of $20,833 resulting
from the difference between the stated value and carrying value at the date of
issuance as the note is due on demand.




c)
            On
      May 15, 2009, the Company received a $36,000 loan and issued a promissory
      note. The note is convertible into 20,000 common shares of the Company at
      the holder’s 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 $11,000 as additional paid-in capital and an
equivalent discount. The Company recorded interest expense of $11,000 resulting
from the difference between the stated value and carrying value at the date of
issuance as the note is due on demand.








F
- 10





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





The
following discussion of Pioneer’s financial condition, changes in financial
condition and results of operations for the three and six months ended May 31,
2009 should be read in conjunction with Pioneer’s unaudited financial statements
and related notes for the three and nine months ended May 31, 2009.





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
- 13








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 $15,000 in complying with Pioneer’s
      obligations as a reporting company under the Securities Exchange Act of
      1934 and as a reporting issuer in Canada.  These expenses
      will consist primarily of professional fees relating to the preparation of
      Pioneer’s financial statements and completing and filing its annual
      report, quarterly report, and current report filings with the SEC and with
      SEDAR in Canada.





As at May
31, 2009, Pioneer had cash of $10,813 and a working capital deficit of
$204,388.  Accordingly, Pioneer will require additional financing in
the amount of $249,388 in order to fund its obligations as a reporting company
under the Securities Act of
1934and itsgeneral and
administrative expenses for the next 12 months.





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





Risk
Factors





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





Liquidity
and Capital Resources





Cash
and Working Capital





As at May
31, 2009, Pioneer had cash of $10,813 and a working capital deficit of $204,388,
compared to cash of $3,344 and working capital deficit of $75,044 as at May 31,
2008.





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 $53,922 in operating activities during the first nine months of
fiscal 2009 compared to cash used of $24,510 in operating activities during the
same period in the previous fiscal year.  The increase in the
operating activities was principally a result of the accretion of convertible
notes payable in the amount of $81,833, which was offset by accrued liabilities
in the amount of $28,550.





Page
- 14


Net Cash Used in Investing
Activities





Net cash
used in investing activities was $76,389 for the first nine 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 $140,977 for the first nine
months of fiscal 2009, as a result of $4,977 in advances from a related party
and $136,000 in loan proceeds.  Pioneer generated $27,692 from
financing activities during the first nine months of fiscal 2008.





Results
of Operations – Nine months ended May 31, 2009 and May 31, 2008





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
      May 31,
              2009
              $
            For
      the
              Three
      Months
              Ended
              May
      31,
              2009
              $
            For
      the
              Three
      Months
              Ended
              May
      31,
              2008
              $
            For
      the
              Nine
      Months
              Ended
              May
      31,
              2009
              $
            For
      the
              Nine
      Months
              Ended
              May
      31,
              2008
              $Revenue
            –
            –
            –
            –
            –ExpensesDonated
      rent
            11,250
            –
            750
            1,500
            2,250Donated
      services
            24,000
            1,500
            1,500
            4,500
            4,500Foreign
      Exchange
            (3,847)
            5,295
            (320)
            (1,782)
            616General
      and administrative
            19,622
            1,945
            1,170
            8,362
            2,319Impairment
      loss on mineral properties
            7,500
            –
            –
            –
            –Interest
      expense
            81,833
            11,000
            –
            81,833
            –Mineral
      property costs
            5,887
            –
            –
            –
            141Professional
      fees
            169,739
            14,151
            6,466
            42,613
            54,417Total
      Expenses
            315,984
            33,891
            9,566
            137,026
            64,243Net
      Loss
            (315,984)
            (33,891)
            (9,566)
            (137,026)
            (64,243)





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 nine months of fiscal
2009.  Pioneer has abandoned the exploration program on the Pipe
Property.





Page
- 15


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 May 31, 2009.





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
- 16


Investment
Securities





Pioneer
reports its investment in equity securities at cost, pursuant to Accounting
Principles Board Opinion 18 – “The Equity Method of Accounting for
Investments in Common Stock” as the fair value of the investment is not
readily determinable.





Pioneer
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,
Pioneer 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) Pioneer’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.  Management 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.





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.





Evaluation of Disclosure
Controls and Procedures





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





In
connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of
Pioneer’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act as of May 31, 2009.





Page
- 17


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





During
the quarter ended May 31, 2009, management implemented the following
procedures:





●
            adopted
      a Disclosure Committee Charter (see Exhibit 99.1 for more
      details)


●
            appointed
      Pioneer’s officers and directors to the Disclosure
    Committee


●
            adopted
      policy to utilize external service providers to review and provide comment
      on disclosure reports and
statements





Changes in Internal Controls
over Financial Reporting





There
were no changes in Pioneer’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended May 31,
2009, that materially affected, or are reasonably likely to materially affect,
Pioneer’s internal control over financial reporting, with the exception of the
following:





In March
2009, management completed its assessment of Pioneer’s internal controls over
financial reporting and found the internal controls to be
ineffective.  As a result of such assessment, management decided that
certain changes to Pioneer’s internal controls over financial reporting were
required, and those changes should materially affect Pioneer’s internal control
over financial reporting in the future when implemented.





When
funds are available to Pioneer, management will create a position in Pioneer
that will be responsible for to segregate duties consistent with control
objectives and Pioneer will increase its personnel resources and technical
accounting expertise within the accounting function by (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 over financial reporting, and (ii) preparing and implementing
sufficient written policies and checklists that will set forth procedures for
accounting and financial reporting.





Also, in
March 2009 management made certain changes to Pioneer’s disclosure controls and
procedures and implemented certain remediation procedures, as listed
above.





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.





Page
- 18


Item
3.  Defaults Upon Senior Securities.





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





Item
4.  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.
            Filed10.7
            Share
      Purchase Agreement dated November 20, 2008 between Pioneer Exploration
      Inc. and Ian McGavney, filed as an exhibit to Pioneer’s Form 8-K (Current
      Report) filed on November 26, 2008, and incorporated herein by
      reference.
            Filed10.8
            Promissory
      Note dated November 20, 2008 given to Tiger Ventures Group Ltd. by Pioneer
      Exploration Inc., filed as an exhibit to Pioneer’s Form 10-K (Annual
      Report) filed on December 2, 2008, and incorporated herein by
      reference.
            Filed14
            Code
      of Ethics, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly Report)
      filed on April 16, 2008, and incorporated herein by
    reference.
            Filed31
            Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
            Included32
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
            Included99.1
            Disclosure
      Committee Charter, filed as an exhibit to Pioneer’s Form 10-Q (Quarterly
      Report) filed on April 20, 2009, and incorporated herein by
      reference.
            Filed











Page
- 19





SIGNATURES





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








PIONEER
EXPLORATION INC.










Dated:                      July 14,
2009                                                                By:/s/ Warren Robb


Name:           Warren Robb


Title:            CEO and CFO


(Principal
Executive Officer and


Principal
Financial Officer)





Page
- 20















Exhibit
31















Page
- 21




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 May 31,
2009 of Pioneer Exploration Inc.;




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




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




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




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




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




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




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




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




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




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






Date:  July
14, 2009






/s/
Warren Robb


Warren
Robb


Chief
Executive Officer






Page
- 22


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 report on Form 10-Q for the quarter ending May 31, 2009 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 officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:




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




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




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




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




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




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




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






Date:  July
14, 2009






/s/
Warren Robb


Warren
Robb


Chief
Financial Officer




Page
- 23















Exhibit
32















Page
- 24




CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”)
on Form 10-Q for the period ending May 31, 2009 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






July 14,
2009




Page
- 25






CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002








In
connection with the Quarterly Report of Pioneer Exploration Inc. (the “Company”)
on Form 10-Q for the period ending May 31, 2009 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






July 14,
2009






Page
- 26