Pioneer Exploration Inc.
750 West Pender Street, Suite 202
Vancouver, British Columbia
V6C 2T7 Canada
VIA EDGAR
March 4, 2009
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC
20549
Attention: Jill S. Davis
Dear Ms. Davis:
| Re: | Pioneer Exploration Inc. (the “Company”) |
| Form 10-K for the Fiscal Year Ended August 31, 2008 |
| Filed December 2, 2008 |
| Form 10-Q for the Fiscal Quarter Ended November 30, 2008 |
| Filed January 8, 2009 |
File No. 333-135743
Further to your comment letter of February 27, 2009, I confirm that the following documents have been filed with the SEC via EDGAR:
| 1. | Form 10-Q/A – 1st Amendment; and |
| 2. | this comment letter. |
The following are the responses to your comments.
Form 10-K for the Fiscal Year Ended August 31, 2008
Controls and Procedures, page 24
| 1. | I confirm that the disclosure in the Form 10-Q/A has been amended to now include management’s conclusion on the effectiveness of the Company’s disclosure controls and procedures as of November 30, 2008. See page 2 of the Form 10-Q/A for the requested amendments. |
| Also, I confirm that the omission of this disclosure was inadvertent. |
| Finally, I confirm that the Form 10-K/A will be filed with the same amended disclosure when the Company completes the assessment of its internal control over financial reporting. |
| 2. | I confirm that management is currently assessing the Company’s internal control over financial reporting. The Company plans to have the assessment completed within 30 calendar days and to file a Form 10-K/A to disclose the results of the assessment. |
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Form 10-Q for the Fiscal Quarter Ended November 30, 2008
Disclosure Controls and Procedures, page 15
| 3. | I confirm that definition of “disclosure controls and procedures” has been modified in the Form 10-Q/A as requested. See page 2 of the Form 10Q-A for the requested amendment. |
| Exhibit 31 |
| 4. | I confirm that the Exhibit 31 in the Form 10-Q/A has been amended to match the exact text required in the Section 302 certifications. See pages 6 and 7 of the Form 10-Q/A for the requested amendments. |
| Also, I confirm that the Company will comply with this comment in all future filings or otherwise advise. |
| Also, I confirm that the Form 10-K/A will be filed with the same amended disclosure when the Company completes the assessment of its internal control over financial reporting. |
The Company acknowledges that (1) it is responsible for the adequacy and accuracy of the disclosure in the filing; (2) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
I trust the above to be satisfactory. If you have any questions or require anything further please give me a call.
Sincerely,
Pioneer Exploration Inc.
Per: /s/ Warren Robb
| Warren Robb |
CFO
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