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

                                   FORM 10-QSB

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
       For the quarterly period ended March 31, 2000

[ ]  TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
      For the Transition Period from _______________ TO _______________.

                                    333-83123
                            (Commission File Numbers)

                            TALISMAN ENTERPRISES INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
          <S>                                                   <C>
              ONTARIO                                                       3600
         (State or other jurisdiction of                       (Primary Standard Industrial
         incorporation or organization)                        Classification Code Number)
</TABLE>

                         2330 Southfield Road, Unit 3-4
                              Mississauga, Ontario
                                 Canada L5N 2W8
                    (Address of principal executive offices)

                                 (905) 826-3995
              (Registrants' telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate  by check  mark  whether  the  Registrants  (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]

         As of March 31, 2000, 3,035,187 shares of Common Stock, par value $.001
per share, of Talisman Enterprises Inc. were issued and outstanding.


<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      Consolidated Financial Statements of

                            TALISMAN ENTERPRISES INC.

                Periods ended mARCH 31, 2000 and 1999 - Unaudited

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                               <C>
Consolidated  Balance Sheets as at March 31, 2000 and December 31, 1999                                           3

Consolidated Statements of Loss and Deficit for the three months ended March 31, 2000 and March 31,1999           4

Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and March 31,1999                 5
Notes to Consolidated Financial Statements                                                                      6-7


</TABLE>
<PAGE>
                                    CONSOLIDATED FINANCIAL STATEMENTS

                                    TALISMAN ENTERPRISES INC.

                                    March 31, 2000 and 1999


<PAGE>
Talisman Enterprises Inc.
<TABLE>
<CAPTION>

                           CONSOLIDATED BALANCE SHEETS

  [in U.S. dollars and prepared in accordance with generally accepted accounting principles in the United States]

As at                                                                                   Unaudited



                                                                      March 31,     December 31,
                                                                        2000             1999
                                                                          $               $
-------------------------------------------------------------------------------------------------------------------

ASSETS

Current

<S>                                                                  <C>                   <C>
Cash                                                                 1,289,176             16,557
Accounts receivable                                                    182,090            400,672
Inventories [note 3]                                                 1,360,372          1,035,006
Prepaid expenses and other assets                                       64,365            511,193
Deferred financing costs                                                59,566            366,505
------------------------------------------------------------------------------------------------------------------
Total current assets                                                 2,955,569          2,329,933
------------------------------------------------------------------------------------------------------------------
Capital assets                                                       3,458,535          3,430,218
------------------------------------------------------------------------------------------------------------------
                                                                     6,414,104          5,760,151
------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current

Bank indebtedness                                                           --            539,872
Accounts payable and accrued liabilities                               560,656          1,622,594
Convertible promissory note                                                 --            358,003
Current portion of long-term debt                                      129,453          5,203,503
------------------------------------------------------------------------------------------------------------------
Total current liabilities                                              690,109          7,723,972
------------------------------------------------------------------------------------------------------------------
Long-term debt                                                         280,069            314,640
Future tax liabilities                                                 472,264            491,111
Shareholders' equity
Share capital [note 4]                                              12,708,133          4,277,540
Warrants                                                               101,463            101,463
Contributed surplus                                                    284,233            284,233
Deficit                                                             (7,869,613)        (7,279,842)
Accumulated other comprehensive loss                                  (252,554)          (152,966)
------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                           4,971,662         (2,769,572)
------------------------------------------------------------------------------------------------------------------
                                                                     6,414,104          5,760,151
------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes
<PAGE>
Talisman Enterprises Inc.

                   CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
<TABLE>
<CAPTION>

  [in U.S. dollars and prepared in accordance with generally accepted accounting principles in the United States]

Three months ended March 31                                                             Unaudited
                                                                          2000               1999
                                                                            $                  $
-------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>                 <C>
Revenues                                                               112,588             28,848
Operating expenses [exclusive of
   amortization shown separately below]                                195,595            256,487
------------------------------------------------------------------------------------------------------------------
Gross profit                                                           (83,007)          (227,639)
------------------------------------------------------------------------------------------------------------------

Expenses

Selling, general and administrative                                    394,598            310,649
Amortization                                                           108,076             78,304
Interest and other financing charges                                    19,528             23,499
------------------------------------------------------------------------------------------------------------------
                                                                       522,202            412,452
------------------------------------------------------------------------------------------------------------------
Loss before income taxes                                              (605,209)          (640,091)
Income taxes - deferred                                                (15,438)           (14,295)
------------------------------------------------------------------------------------------------------------------
Loss for the period                                                   (589,771)          (625,796)

Deficit, beginning of period                                        (7,279,842)        (3,238,982)
------------------------------------------------------------------------------------------------------------------
Deficit, end of period                                              (7,869,613)        (3,864,778)
------------------------------------------------------------------------------------------------------------------

Loss per share                                                           (0.25)             (0.61)
------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes
<PAGE>
Talisman Enterprises Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

  [in U.S. dollars and prepared in accordance with generally accepted accounting principles in the United States]

Three months ended March 31                                                             Unaudited
                                                                          2000               1999
                                                                            $                  $
-------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES

<S>                                                                   <C>                <C>
Loss for the period                                                   (589,771)          (625,796)
Charges to income not affecting cash
   Amortization                                                        108,076             78,304
   Future tax liabilities                                              (15,438)           (14,295)
Change in non-cash working capital items                              (725,917)          (677,681)
------------------------------------------------------------------------------------------------------------------
Cash used in operating activities                                   (1,223,050)        (1,239,468)
------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITY

Purchase of capital assets                                            (154,511)          (142,363)
------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES

Issue of convertible promissory note                                        --          2,103,240
Repayment of long-term debt                                            (32,441)           (24,818)
Issue of common shares                                               3,299,956                 --
Bank operating line                                                   (537,377)          (344,770)
------------------------------------------------------------------------------------------------------------------
Cash provided by financing activities                                2,730,138          1,733,652
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                                (79,958)                --
------------------------------------------------------------------------------------------------------------------

Increase in cash during the period                                   1,272,619            351,821
Cash, beginning of period                                               16,557             16,701
------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                  1,289,176            368,522
------------------------------------------------------------------------------------------------------------------

NON-CASH FINANCING ACTIVITIES

Conversion of promissory note                                       (5,073,135)                --
Conversion of note payables                                           (356,349)                --
Deferred financing costs                                               299,022                 --
------------------------------------------------------------------------------------------------------------------
                                                                    (5,130,462)                --
------------------------------------------------------------------------------------------------------------------

SUPPLEMENTARY INFORMATION

Cash interest paid                                                      24,109             25,197
Cash income taxes paid                                                      --                 --

</TABLE>
See accompanying notes
<PAGE>
Talisman Enterprises Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[in U.S. dollars and prepared in accordance with generally accepted
accounting principles in the United States]


1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  in the United States and with the  instructions  to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  considered  necessary for a fair  presentation  have been included.
Operating  results  for the  three-month  period  ended  March 31,  2000 are not
necessarily  indicative  of the results  that are  expected  for the year ending
December 31, 2000. For further information,  refer to the consolidated financial
statements and footnotes included in the Talisman Enterprises Inc. annual report
on Form 10-KSB for the year ended December 31, 1999.

For purposes of these consolidated financial statements, the company has adopted
the U.S. dollar as the reporting  currency.  This improves investors' ability to
compare  the  company's  results  with  those  of  most  other  publicly  traded
businesses in the industry.  These consolidated  financial  statements have been
translated  from  Canadian  dollars to U.S.  dollars by  translating  assets and
liabilities  at the rate in  effect at the  respective  balance  sheet  date and
revenues and expenses at the average rate for the year.  Any  resulting  foreign
exchange gains or losses are recorded in accumulated other comprehensive loss.

2. NATURE OF OPERATIONS

Talisman Enterprises Inc. is a company incorporated to primarily produce premium
private label alkaline  batteries.  The consolidated  financial  statements have
been prepared by management in accordance with accounting  principles  generally
accepted in the United States on a going concern basis,  which  contemplates the
realization  of assets and the discharge of  liabilities in the normal course of
business for the foreseeable future. The company has incurred significant losses
and  negative  cash flow  from  operations  and has an  accumulated  deficit  of
$7,869,613  at March 31, 2000  [December 31, 1999 -  $7,279,842].  The company's
ability to continue as a going concern is in substantial  doubt and is dependent
upon  achieving a profitable  level of operations  and, if necessary,  obtaining
additional financing.  Management of the company has undertaken steps as part of
a plan to improve  operations with the goal of sustaining company operations for
the next  twelve-months  and beyond.  These steps include (i) focusing sales and
marketing on specific  markets and customers and (ii)  controlling  overhead and
expenses. There can be no assurance the company can attain profitable operations
in the future. These consolidated financial statements do not give effect to any
adjustments which would be necessary should the company be unable to continue as
a going concern and  therefore,  be required to realize its assets and discharge
its  liabilities  in other than the  normal  course of  business  and at amounts
different  from  those  reflected  in the  accompanying  consolidated  financial
statements.
<PAGE>
3. INVENTORIES
<TABLE>
<CAPTION>

                                                                       March 31,     December 31,

                                                                        2000             1999
                                                                          $               $
-------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>                 <C>
Raw materials and packaging                                           338,904             316,829
Finished goods                                                      1,021,468             718,177
------------------------------------------------------------------------------------------------------------------
                                                                    1,360,372           1,035,006
------------------------------------------------------------------------------------------------------------------
</TABLE>

4. SHARE CAPITAL

During the period,  the company was  approved to begin  trading on NASDAQ.  As a
result of this listing, convertible promissory notes in the amount of $5,073,135
were converted into 1,014,627 common shares of the company.

In connection with the listing, the company issued 900,000 common shares for net
proceeds of approximately $3,300,000.

In addition,  the note payable to a shareholder  was settled in full through the
issuance of 70,000 common shares.

5. LOSS PER SHARE

The  calculation  of loss per  common  share is based on the  reported  net loss
divided by the weighted average number of shares  outstanding during the period.
The weighted  average number of common shares  outstanding  for the period ended
March 31, 2000 was 2,375,311 [March 31, 1999 - 1,030,320].
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

         The  statements  contained in this Report that are not  historical  are
forward-looking   statements,   including  statements  regarding  the  Company's
expectations,  intentions,  beliefs or strategies regarding the future. Forward-
looking  statements  include  the  Company's   statements  regarding  liquidity,
anticipated  cash needs and  availability  and anticipated  expense levels.  All
forward-looking  statements  included  in this  Report are based on  information
available  to the  Company  on the  date  hereof,  and the  Company  assumes  no
obligation to update any such forward-looking statement. It is important to note
that the Company's  actual  results could differ  materially  from those in such
forward-looking statements.  Additionally, the following discussion and analysis
should be read in  conjunction  with the Financial  Statements and notes thereto
appearing  elsewhere in this Report. The discussion is based upon such financial
statements which have been prepared in accordance with U.S.  Generally  Accepted
Accounting Principles and are presented in United States dollars ($).

General

         Talisman was  incorporated in July 1978 and for almost 20 years carried
on business as a junior mineral  exploration company in the Province of Ontario,
Canada.  In September  1997,  Talisman (then known as Firesand  Resources  Ltd.)
entered  into a  share  exchange  agreement  with  Talisman  International  Inc.
pursuant to which Talisman acquired all of the issued and outstanding  shares of
common stock of Talisman International in exchange for shares of Talisman.  Upon
completion of the share exchange,  Firesand  Resources Ltd.  changed its name to
its current name, Talisman Enterprises Inc. The share exchange was accounted for
as a reverse  takeover  and  accordingly,  the  results  of  Talisman  (formerly
constituted as Firesand) have been included with those of Talisman International
from the date of the share exchange.

            Talisman,  through our wholly-owned  operating subsidiary,  Talisman
International  Inc.,  manufacturers  high-quality  AA size  disposable  alkaline
batteries  for  private  label  sale  by  retailers.  We are  currently,  to our
knowledge,  the only North  American-based  battery  manufacturer  that  focuses
primarily on the private label  market.  Our objective is to leverage our unique
strategic position to build market share in the private label battery market and
capitalize  on the  significant  growth in private  label battery sales in North
America.

Results of Operations

Three month period ended March 31, 2000 and March 31, 1999

Revenues

         Revenues  for the three month  period  ended  March 31, 2000  increased
$83,740 to $112,588,  a 290% increase over revenues of $28,848  during the three
months  period ended March 31, 1999.  The sales  increase  was  attributable  to
greater than prior year sales from  Discount  Drug and the addition of three new
customers, specifically: Dollar Express, Amcon and Dahl's.

Operating Expenses and Gross Margins

         Operating  expenses  for the three  month  period  ended March 31, 2000
decreased  $60,892 to  $195,595,  a 24%  decrease  from  operating  expenses  of
$256,487  during the three months  period ended March 31, 1999.  The decrease in
operating expenses was attributable to improved inventory  valuation and costing
practices as we continue our process improvement.


<PAGE>
         Gross margins,  as a percentage of revenues  increased to (74%) for the
three month  period  ended March 31,  2000,  as compared to (789%) for the three
month period ended March 31, 1999. The increase was attributable to the increase
in sales and the decrease in operating expenses.

Selling, General and Administrative Expense

         Selling,  general and administrative expense for the three month period
ended March 31, 2000 increased $83,949 to $394,598, a 27% increase over selling,
general and  administrative  expenses of $310,649 during the three months period
ended March 31, 1999. The increase was  attributable  to the hiring of three key
management  positions (CEO, CFO and V.P. Sales - U.S.),  along with  incremental
marketing expenses in order to increase our customer base.

Amortization Expense

         Amortization  expense for the three month  period  ended March 31, 2000
increased  $29,772 to $108,076,  a 38%  increase  over  amortization  expense of
$78,304  during the three months  period ended March 31, 1999.  The increase was
attributable to capital asset additions,  such as labeling  machines,  compactor
and AA press upgrades.

Interest Expense and Other Financing Charges

         Interest expense and other financing charges for the three month period
ended March 31, 2000 decreased  $3,971 to $19,528,  a 17% decrease from interest
expense and other  financing  charges of $23,499  during the three month  period
ended  March  31,  1999.  The  decrease  was  attributable  to the mid  February
retirement  of the  General  Electric  Capital  Canada Inc.  operating  loan and
incremental  interest  earned  from  the net  proceeds  of the  public  offering
completed in January 2000.

Foreign Exchange

         For the three  months  ended  March 31,  2000,  Talisman  had a foreign
exchange gain of approximately  $26,347,  which was included in the results from
operations of gains on U.S.  sales/receivables  and funds on deposit,  offset by
losses on U.S.  purchase/payables from U.S. dollar suppliers.  During the period
ended March 31, 1999,  Talisman  experienced a foreign  exchange loss of $2,752.
Currently,  a majority of revenues from sales are in U.S. dollars and a majority
of expenses from goods purchased for resale are purchased in U.S. dollars. Since
Talisman is based in Ontario,  Canada,  approximately 90% of Talisman's combined
operational  and  selling,  general and  administrative  expenses for the period
ended March 31, 2000, were incurred in Canadian dollars. Variations in the value
of the  Canadian  dollar,  as  compared to the value of the U.S.  dollar,  could
adversely effect Talisman's results.

Stock Based Compensation

         We account for our stock options and warrants  under APB Opinion 25. If
Talisman  was required to account for the stock  options and warrants  using the
fair value  method,  the pro forma net loss for the three months ended March 31,
2000 would be $609,973.  The pro forma loss per share for the three months ended
March 31,  2000  would be  $(0.26).  Such  amounts  represent  the fair value of
options and  warrants at the time they  vested.  Since some of the options  vest
over a period of time there will be future charges to income with respect to the
options  granted  in 1999 of  $274,798  over  the next 7  years.  There  were no
employee  stock  options or warrants  issued in the three months ended March 31,
2000.


<PAGE>
Inflation

         Talisman has  experienced  minimal  impact from  inflation and changing
prices on its net sales and on its income  from  continuing  operations  for the
periods it has been engaged in business.

Liquidity And Capital Resources

         For the three month  period ended March 31, 2000,  the  Company's  cash
position  increased by  $1,272,619  from $16,557 to  $1,289,176.  The  principal
source of cash was  $3,605,000  that was  generated  from the  Company's  public
offering.  This was offset by $1,223,050  of cash used in operating  activities,
$537,377 used to pay down the Company's borrowing facility, and $154,511 of cash
used to purchase capital assets during the period.

         As a result of new  financing  arrangements  established  with  General
Electric Capital Canada Inc. in July 1999, Talisman has financing  facilities in
place which currently  consist of (1) a Cdn.$940,800  term loan; (2) a revolving
credit  line  of  up  to  Cdn.$7,500,000,  and  (3)  a  "capex"  loan  of  up to
Cdn.$2,059,200.  The term loan is due and  payable on or before  June 30,  2002.
Interest charged on the General Electric Capital facilities is, (i) with respect
to funds advanced in Canadian dollars,  calculated at the average rate per annum
established by the Royal Bank of Canada at its discount rate for 30-day Canadian
bankers  acceptances plus 4.0% per year, and (ii) with respect to funds advanced
in U.S.  dollars,  the latest rate for 30-day  dealer placed  commercial  paper,
which  normally is  published  in the "Money  Rates"  section of the Wall Street
Journal.  Furthermore,  all  indebtedness of Talisman under the General Electric
Capital facilities is secured by Talisman's assets.

         Except for the existing  financing  arrangements  with General Electric
Capital Canada Inc.,  Talisman has no other current  arrangements  in place with
respect to financing.  If additional financing arrangements are not obtained, we
may be unable to fully fund our operations,  pursue our business strategy,  take
advantage of new opportunities,  develop or enhance our products,  or respond to
competitive  pressures and financial or marketing hurdles.  Such inability could
have a materially adverse effect on Talisman's  business,  operating results and
financial condition.  Moreover,  the estimated cost of the proposed expansion of
our  production and marketing  activities is subject to numerous  uncertainties,
including the problems, expenses,  difficulties,  complications and delays, many
of which are beyond our control,  frequently  encountered in connection with the
establishment and development of new business activities, and may be affected by
the competitive environment in which we are operating. Accordingly, there can be
no assurance that we will complete the proposed  expansion of our production and
marketing activities described herein.

Year 2000

         Our  business  was not  adversely  impacted by  information  technology
issues related to Year 2000.

We have not, to date,  encountered  any  long-term  Year 2000  problems from our
customers, most of which are major retail corporations.  Any loss of information
or data by such customers can be easily replaced by Talisman manually  providing
them with  relevant  information.  Except  for  three  single  sourced  vendors,
Talisman utilizes multiple suppliers from whom we obtain the raw materials which
are used in the manufacturing process.
<PAGE>
                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  Exhibits

         Exhibit 27:        Financial Data Schedule

  (b)  Reports on Form 8-K

       The  Company  did not file any reports on Form 8-K during the three month
period ended March 31, 2000.
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  the  project  to be  signed  on its  behalf by the
undersigned thereto duly authorized.

                                                       TALISMAN ENTERPRISES INC.


May 15, 2000
                                                           By: /s/ Thomas O'Dowd
                                                                   Thomas O'Dowd
                                                         Chief Financial Officer