q.htm

10-Q 1 q.htm QUARTERLY FILING q.htm

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, 2009
common 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)
ASSETS

Current Assets

Cash		34,380			217

Deposit (Note 3)		15,269			–

Total Assets		49,649			217


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable		8,118			5,215
Accrued liabilities		44,528			29,351
Convertible note payable (Note 5)		50,000			–
Due to related party (Note 4(a))		42,998			44,458

Total Liabilities		145,644			79,024

Contingencies (Note 1 and 3)

Stockholders’ Deficit

Preferred Stock, 10,000,000 shares authorized, $0.001 par value No shares issued and outstanding		–			–

Common Stock, 65,000,000 shares authorized, $0.001 par value 11,264,500 shares issued and outstanding		11,265			11,265

Additional Paid-In Capital		109,636			59,636

Donated Capital (Note 4(b))		31,500			29,250

Deficit 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 the
	June 9, 2005			Three Months			Three Months
	(Date of Inception)			Ended			Ended
	to November 30,			November 30,			November 30,
	2008			2008			2007
		$			$			$

Revenue		–			–			–

Expenses

Donated rent (Note 4(b))		10,500			750			750
Donated services (Note 4(b))		21,000			1,500			1,500
Foreign Exchange		(6,011	)		(6,671	)		674
General and administrative		11,799			3,263			107
Impairment 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			11,757

Total Expenses		248,396			69,438			14,788

Net 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 the
	Three Months			Three Months
	Ended			Ended
	November 30,			November 30,
	2008			2007
		$			$

Operating Activities

Net loss		(69,438	)		(14,788	)

Adjustment to reconcile net loss to net cash used in operating activities

Interest		50,000			–
Donated services and rent		2,250			2,250

Changes in operating assets and liabilities

Accounts payable		2,903			(650	)
Accrued liabilities		15,177			10,851
Due from related party		(6,437	)		1,519

Net Cash Used In Operating Activities		(5,545	)		(818	)

Investing Activities

Deposit on investment securities		(15,269	)		–

Net Cash Used In Investing Activities		(15,269	)		–

Financing Activities

Advances from related party		4,977			753
Proceeds from loans payable		50,000			–

Net Cash Provided by Financing Activities		54,977			753

Increase (Decrease) in Cash		34,163			(65	)

Cash - Beginning of Period		217			162

Cash - End of Period		34,380			97

Supplemental Disclosures

Interest 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.

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.

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.

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.

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 1934 and its general 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	–	–	–

Expenses

Donated rent	10,500	750	750
Donated services	21,000	1,500	1,500
Foreign Exchange	(6,011)	(6,671)	674
General and administrative	11,799	3,263	107
Impairment loss on mineral properties	7,500	–	–
Interest expense	50,000	50,000	–
Mineral property costs	5,887	–	–
Professional fees	147,721	20,596	11,757

Total Expenses	248,396	69,438	14,788

Net 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.

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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.

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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.

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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.

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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	Status
3.1	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.	Filed
3.2	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.	Filed
10.1	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.	Filed
10.2	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.	Filed
10.3	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.	Filed
10.4	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.	Filed
10.5	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.	Filed
10.6	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

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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.	Filed
10.8	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.	Filed
14	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.	Filed
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32	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)

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Exhibit 31

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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

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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.;

(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

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Exhibit 32

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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

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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

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