2

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                 SCHEDULE 13E-3/A
                                 (Rule 13e-100)

                        RULE 13e-3 TRANSACTION STATEMENT
            (Pursuant to Section 13(e) of the Securities Act of 1934)

                               PIONEER OIL AND GAS
                              (Name of the Issuer)

                               Pioneer Oil and Gas
                      (Name of Person(s) Filing Statement)

                          Common Stock, par value $.001
                         (Title of Class of Securities)

                                   723826 20 2
                      (CUSIP Number of Class of Securities)

                                  Don J. Colton
                               Pioneer Oil and Gas
                      1206 W. South Jordan Parkway, Unit B
                            South Jordan, Utah 84095
                                 (801) 566-3000

(Name,  Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

[x]      a. The filing of solicitation materials or an information statement
         subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
         Securities Exchange Act of 1934.

[ ]      b.The filing of a registration statement under the Securities Act of 
           1933.

[ ]      c.       A tender offer.

[ ]      d.       None of the above.

Check the following box if the solicitation  materials or information  statement
referred to in checking box (a) are preliminary copies:  [x]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]




                            Calculation of Filing Fee

                  Transaction Valuation*       Amount of Filing Fee**
                       $600,000                     $120.00

*Calculated  solely for purposes of determining  the filing fee. The transaction
valuation  assumes the payment for 400,000 shares of common stock of the subject
company at $1.50 per share in cash.

**The  amount  of  the  filing  fee  is  calculated,  in  accordance  with  Rule
0-11(b)(1), by multiplying the transaction valuation of $600,000 by 0.0002.

                                  Introduction

This Rule 13e-3  Transaction  Statement  is being  filed  concurrently  with the
filing of a preliminary  Proxy  Statement  pursuant to Regulation  14A under the
Securities  Exchange  Act of  1934  (the  "Proxy  Statement").  The  information
contained in the Proxy  Statement,  including  all exhibits  thereto,  is hereby
expressly  incorporated  herein by reference.  As of the date hereof,  the Proxy
Statement is in  preliminary  form and is subject to  completion  or  amendment.
Capitalized  terms used but not defined in this Schedule 13E-3 (this "Schedule")
shall have the meanings given to them in the Proxy Statement.

Item 1.  Summary Term Sheet.

The section  entitled  "Summary Term Sheet" set forth in the Proxy  Statement is
incorporated herein by reference.

Item 2.           Subject Company Information.

     (a) Name and  Address.  The name of the subject  company is Pioneer Oil and
     Gas, a Utah corporation (the "Company").  The Company's  principal place of
     business is located at 1206 W. South Jordan Parkway,  Unit B, South Jordan,
     Utah 84095. The Company's telephone number is (801) 566-3000.

     (b)  Securities.  The  subject  class of equity  securities  to which  this
     Schedule  relates is the Company's  common stock, par value $.001 per share
     (the "Common  Shares"),  of which 7,910,727  shares were  outstanding as of
     April 30, 2005.

     (c)  Trading,  Market and Prices.  The  information  set forth in the Proxy
     Statement  under "Market Price and Dividend  Information"  is  incorporated
     herein by reference.

     (d)  Dividends.  The  information  set forth in the Proxy  Statement  under
     "Market  Price  and  Dividend   Information"  is  incorporated   herein  by
     reference.
     (e) Prior  Public  Offerings.  The  Company  has not made any  underwritten
     public offering of the Common Shares during the past three years.

     (f) Prior Stock Purchases.  The information set forth in the section of the
     Proxy  Statement   entitled  "Common  Share   Repurchase   Information"  is
     incorporated herein by reference.




Item 3.  Identity and Background of Filing Person.

     (a) Name and  Address,  (b)  Business  and  Background  of Entities and (c)
     Business and  Background  of Natural  Persons.  The  Company's  address and
     telephone number are provided in Item 2(a) above.  The Company's  executive
     officers and directors are set forth below:

         Executive Officers

         Don J. Colton              President and Treasurer
         Gregg B. Colton            Vice President and Secretary

         Board of Directors

         Don J. Colton              John O. Anderson
         Gregg B. Colton            Lynn Woodbury

The address of each executive officer and director of Pioneer Oil and Gas is c/o
Pioneer Oil and Gas, 1206 W. South Jordan  Parkway,  Unit B, South Jordan,  Utah
84095.  The  information set forth in Item 2(a) above and in the Proxy Statement
under "Executive  Officers and Management" is incorporated  herein by reference.
All directors and executive officers of the Company are United States citizens.

Item 4.           Terms of the Transaction.

     (a) Material Terms.  The information set forth in the sections of the Proxy
     Statement  entitled  "Purpose of the Stock  Splits,"  Reasons for the Stock
     Splits," Effects of the Stock Splits," "Stock Splits  Proposal-Summary  and
     Structure," and "Stock Splits Proposal- Federal Income Tax Consequences" is
     incorporated herein by reference.  

     (c) Different Terms. The information set forth in the Proxy Statement under
     "Stock  Splits  Proposal-Summary  and  Structure,"  "Effects  of the  Stock
     Splits" and "Advantages of the Stock  Splits-Equal  Treatment of Affiliated
     and  Unaffiliated  Holders  of Common  Shares"  is  incorporated  herein by
     reference.

     (d) Appraisal  Rights.  The  information  set forth in the Proxy  Statement
     under "Unavailability of Appraisal and Dissenters' Rights", "Unavailability
     of  Shareholders'  Appraisal and  Dissenters'  Rights and "Escheat Laws" is
     incorporated herein by reference.

     (e) Provisions for Unaffiliated  Security Holders. The Company has not made
     any  provision in connection  with the  transaction  to grant  unaffiliated
     security  holders  access  to the  Company's  corporate  files  other  than
     pursuant  to Utah law or to obtain  counsel or  appraisal  services  at the
     Company's expense.

     (f)  Eligibility  for Listing or Trading.  The information set forth in the
     Proxy Statement  under "Effect of the Stock Splits" is incorporated  herein
     by reference.




Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

         (a)   Transactions.

                 None.

            (b) Significant Corporate Events.

                 None.

         (c) Negotiations or Contacts.

                 None.

         (e) Agreements Involving the Subject Company's Securities.

                 None.

Item 6.  Purposes of the Transaction and Plans or Proposals.

         (b) Use of Securities Acquired.

      The Common Shares acquired in connection with the Stock Splits will be
retired.

         (c)   Plans.

            (1) None.

            (2) None.

            (3) None.

            (4) None.

            (5) None.

            (6) The information set forth in the sections of the Proxy Statement
entitled " Purpose of the Stock Splits," " Reasons for the Stock Splits" and "
Effects of the Stock Splits" is incorporated herein by reference.

            (7) The information set forth in the sections of the Proxy Statement
entitled " Purpose of the Stock Splits," "Reasons for the Stock Splits" and
"Effects of the Stock Splits" is incorporated herein by reference.

            (8) The information set forth in the sections of the Proxy Statement
entitled "Purpose of the Stock Splits," "Reasons for the Stock Splits" and
"Effects of the Stock Splits" is incorporated herein by reference.




Item 7.  Purposes, Alternatives, Reasons and Effects.

         (a)   Purposes.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled " Purpose of the Stock Splits" and  "Background  of the Stock
          Splits" is incorporated herein by reference.

         (b)   Alternatives.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled  "Alternatives to the Stock Splits" is incorporated herein by
          reference.

         (c)   Reasons.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "Reasons for the Stock Splits" and  "Background of the Stock
          Splits" is incorporated herein by reference.

         (d)   Effects.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled " Effects of the Stock  Splits,"  "  Advantages  of the Stock
          Splits," "Disadvantages of the Stock Splits," "Stock Splits Proposal -
          Potential  Disadvantages  of the Stock  Splits to  Shareholders,"  and
          "Stock  Splits  Proposal  -  Federal  Income  Tax   Consequences"   is
          incorporated herein by reference.

Item 8.  Fairness of the Transaction.

         (a)   Fairness.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "  Fairness  of the  Stock  Splits,"  "Opinion  of  Gate-Way
          Capital" and "Background of the Stock Splits" is  incorporated  herein
          by reference.

         (b) Factors Considered in Determining Fairness.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "Background  of the Stock  Splits," " Fairness  of the Stock
          Splits" and "Opinion of Gate-Way  Company" is  incorporated  herein by
          reference.

         (c) Approval of Security Holders.

          Under Utah law  management  does not believe the Stock Splits  require
          shareholder  approval,  however,  the Board of Directors has requested
          the  shareholders  to ratify  the  action of the Board as to the Stock
          Splits and is  requesting  the  approval of at least a majority of the
          Company's Common Shares.

         (d) Unaffiliated Representative.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled " Fairness  of the Stock  Splits" is  incorporated  herein by
          reference.

         (e) Approval of Directors.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "Background of the Stock Splits" and " Fairness of the Stock
          Splits" is incorporated herein by reference.

         (f)   Other Offers.

          None.




Item 9.  Reports, Opinions, Appraisals and Certain Negotiations.

         (a) Report, Opinion or Appraisal.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "Fairness  of the Stock  Splits"  and  "Opinion  of Gate-Way
          Company" is incorporated herein by reference.

         (b) Preparer and Summary of the Report, Opinion or Appraisal.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "Summary Term Sheet - Stock Splits Proposal" and "Opinion of
          Gate-Way Company" is incorporated herein by reference.

         (c) Availability of Documents.

          The full text of the Valuation Opinion of Gate-Way Company, Inc. dated
          April 30, 2005,  is attached to the Proxy  Statement as Exhibit B, and
          is incorporated  herein by reference.  Such Valuation  Opinion is also
          available  for  inspection  and  copying  at the  Company's  principal
          executive  offices  located at 1206 W. South Jordan  Parkway,  Unit B,
          South Jordan,  Utah 84095 during  Company's  regular business hours by
          any interested shareholder of Company or representative of such holder
          who has been so designated in writing.




Item 10.  Source and Amounts of Funds or Other Consideration.

         (a) Source of Funds.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled "Cost of Stock Splits" is incorporated herein by reference.

         (b)   Conditions.

          Not applicable.

         (c)   Expenses.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled "Cost of Stock Splits" is incorporated herein by reference.

         (d)   Borrowed Funds.

          Not applicable.

Item 11.  Interest in Securities of the Subject Company.

         (a)   Securities Ownership.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled   "Security   Ownership  of  Certain  Beneficial  Owners  and
          Management" is incorporated herein by reference.

         (b)   Securities Transactions.

          None.

Item 12.  The Solicitation or Recommendation.

         (d) Intent to Tender or Vote in a Going Private Transaction.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled  "Recommendation  of the Board"  and " Fairness  of the Stock
          Splits" is incorporated herein by reference.

         (e) Recommendations of Others.

          The  information  set forth in the  sections  of the  Proxy  Statement
          entitled "  Recommendation  of the Board" and  "Fairness  of the Stock
          Splits" is incorporated herein by reference.




Item 13.  Financial Information.

         (a)   Financial Information.

          (1) The information and financial  statements set forth under Part II,
          Item 7, entitled "Financial Statements " of Company's Annual Report on
          Form  10-KSB  for the  fiscal  year  ended  September  30,  2004,  are
          incorporated  herein  by  reference.  The  information  and  financial
          statements  set forth in the section of the Proxy  Statement  entitled
          "Financial and Other Information" is incorporated by reference.

          (2) The information  and financial  statements set forth under Part I,
          Item 1, entitled "Financial  Statements" of Company's Quarterly Report
          on Form 10-QSB for the quarter ended March 31, 2005, are  incorporated
          herein by reference.  The  information  and financial  statements  set
          forth in the section of the Proxy  Statement  entitled  "Financial and
          Other Information" is incorporated by reference.

          (3) Not applicable.

          (4) The  book  value  per  share as of the  most  recent  10QSB of the
          Company for the period ending March 31, 2005 is $.53 per share.

         (b) Pro Forma Information.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled  "Financial and Other Information" is incorporated  herein by
          reference.

Item 14.  Persons/Assets, Retained, Employed, Compensated or Used.

         (a) Solicitations or Recommendations.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled  "Quorum,  Voting Rights and Other  Matters" is  incorporated
          herein by reference.

         (b) Employees and Corporate Assets.

          The  information  set  forth in the  section  of the  Proxy  Statement
          entitled " Quorum,  Voting Rights and Other  Matters" is  incorporated
          herein by reference.

Item 15.  Additional Information.

          All of the  information  set  forth in the  Proxy  Statement  and each
          Exhibit attached thereto is incorporated herein by reference.

Item 16.  Exhibits.

      (a) (i) Preliminary Proxy Statement and Form of Proxy for the Annual
              Meeting of Shareholders of the Company.*

      (b) Not applicable.

      (c) Valuation Opinion of Gate-Way Capital, Inc.*

      (d) Not applicable.

      (f) Not applicable.

      (g) Not applicable.

*     Incorporated by reference to Company's Proxy Statement on Schedule 14A
      filed with the Securities and Exchange Commission on June 7, 2005.

                                  SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: June 7, 2005


                                       PIONEER OIL AND GAS
                                       By: /s/ Don J. Colton
                                       ------------------------------------
                                       Name: Don J. Colton
                                       Title: President

                                EXHIBIT INDEX

Exhibit
-------

(a)(i) Preliminary Proxy Statement and Form of Proxy for the Annual Meeting of
Shareholders of Pioneer Oil and Gas.*

(b) Valuation Opinion of Gate-Way Company, Inc.*

*     Incorporated by reference to Company's Proxy Statement on Schedule 14A
      filed with the Securities and Exchange Commission on June 7, 2005.