<PAGE>

                                   FORM 10-KSB
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   for the fiscal year ended December 31, 1999

                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-23782

                      RENAISSANCE ENTERTAINMENT CORPORATION
                      -------------------------------------
                (Name of Registrant as Specified in its Charter)

             Colorado                                          84-1094630
  (State or other jurisdiction                             I.R.S. Employer
of incorporation or organization)                        Identification number


   275 Century Circle, Suite 102, Louisville, Colorado             80027
     (Address of principal executive offices)                    (Zip Code)


Issuer's telephone number, including area code:  (303) 664-0300


             Securities registered under Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.03 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. Yes X  No
                                                             ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

The issuer's revenues for the year ended December 31, 1999 were $14,467,437.

<PAGE>

As of March 22, 2000, the aggregate market value of the Common Stock of the
Registrant, held by non-affiliates of the Registrant, based upon the average of
the closing bid and asked prices of the Common Stock as quoted on the NASD OTC
Bulletin Board Market, was approximately $643,467. As of March 22, 2000,
2,144,889 shares of the Common Stock of the Registrant were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>

                                     PART I

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-K entitled "Factors That May Affect Future Operating Results," which may
cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form 10-K
are identified by words such as "believes," "anticipates," "expects," "intends,"
"may," "will" and other similar expressions. However, these words are not the
exclusive means of identifying such statements. In addition, any statements
which refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. The Company undertakes
no obligation to publicly release the results of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring subsequent to the filing of this Form 10-K with the Securities and
Exchange Commission ("SEC"). Readers are urged to carefully review and consider
the various disclosures made by the Company in this report and in the Company's
other reports filed with the SEC that attempt to advise interested parties of
the risks and factors that may affect the Company's business.

                                ITEM 1: BUSINESS

OVERVIEW

Renaissance Entertainment Corporation currently operates four Renaissance Faires
in the United States. The Renaissance entertainment industry consists of over
100 separate events of varying size with a Renaissance theme and has an
estimated annual attendance in excess of 4,000,000 visitors.

The Renaissance Faire is a re-creation of a Renaissance village, a fantasy
experience transporting the visitor back into sixteenth century England. This
fantasy experience is created through authentic craft shops, food vendors and
continuous live entertainment throughout the day, both on the street and the
stage, including actors, jugglers, jousters, magicians, dancers and musicians.

On January 28, 2000, the Company announced the closure of its Renaissance Faire
in Fredericksburg, Virginia.

WEB SITE. The Company maintains a home page at www.recfair.com.

EXISTING RENAISSANCE FAIRES AND SITES

The Company presently owns and produces four Renaissance Faires: the Bristol
Renaissance Faire in Kenosha, Wisconsin, serving the Chicago/Milwaukee
metropolitan region; the Northern California Renaissance Pleasure Faire, serving
the San Francisco Bay and Sacramento metropolitan areas; the Southern California
Renaissance Pleasure Faire in Devore, California serving the greater Los Angeles
metropolitan area; and the New York Renaissance Faire serving the New York City
metropolitan area. From 1996 through 1999, the Company also operated the
Virginia Renaissance

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Faire in Fredericksburg, Virginia, serving the Washington, D.C. and Richmond
metropolitan areas. This Faire has recently been closed as the Company's working
capital was not adequate to enable it to continue to fund the Faire's negative
cash flow during the period required to establish the customer base necessary
for profitable operations.

The following table shows the attendance, number of vendors and net operating
income for the Company's Faires during the 1998 and 1999 seasons.

<TABLE>
<CAPTION>
                                          Approximate Number
                     Attendance              of Vendors          Net Operating Income
                  -----------------      --------------------   -----------------------
                    1999     1998          1999         1998       1999         1998
                  -------   -------      -------      -------   ----------   ----------
<S>               <C>       <C>          <C>          <C>       <C>          <C>
Bristol           170,314   181,350          165          180      579,354   $  916,543
Northern CA       152,374   163,239          150          180     (124,937)     917,276
Southern CA       163,834   162,316          156          150      788,338      696,038
New York          106,556   133,933          125          125      261,245      533,528
Virginia           65,855    57,738           82           60     (414,529)    (445,187)
   Total          658,933   698,576                             $1,089,471   $2,618,198

</TABLE>

BRISTOL RENAISSANCE FAIRE. The Bristol Renaissance Faire is held at the Kenosha,
Wisconsin site leased by the Company. It has been in existence for 13 years. The
Bristol  Renaissance Faire is operated annually for nine weekends  beginning the
last weekend in June and ending the third weekend in August.

During November 1997, the Company sold this site and leased it back for a period
of 20 years. See "Property." Improvements which have been constructed on the
site, including the vendor booths, are permanent. Craft shops and vendor booths
are built by the individual craft vendors at their cost. In many cases, vendors
invest substantial sums of money in the construction of these shops.

Historically the Company has only utilized the site for the Renaissance Faire,
and the property has been vacant during the off-season. During the 1998 and 1999
operating season, under a joint arrangement with Educational Travel Tours, Inc.
the Company operated two School Days events in May. The Company produced a Wild
West Rodeo in October of 1998 and 1999. As of the date of this report, the
Company has not planned to hold School Days or the Wild West Rodeo in 2000.

The Company believes that the property is amenable to additional
income-producing off-season activities. The Company is considering year-round
uses which could include campgrounds, an Oktoberfest and music festivals. To
date, however, there exists no agreements, arrangements or other understandings
with respect to alternate year-round uses, and there can he no assurance that
the Company will be successful in developing any additional income-producing,
off-season activities.

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<PAGE>

NORTHERN CALIFORNIA RENAISSANCE PLEASURE FAIRE. The Northern California
Renaissance  Pleasure  Faire has been held in the San Francisco Bay area for the
past 33 years. This Faire is held annually for six to seven weekends,  typically
beginning  Labor Day weekend and running  through the first or second weekend of
October.  In 1998 the Faire ran for seven weekends beginning the last weekend in
July through the Labor Day weekend.  In 1999,  the Faire operated eight weekends
beginning the last weekend of August and ending the third weekend of October. In
conjunction  with the 1999 Faire,  the Company  conducted a Halloween event that
ran five weekends in October.  At this time,  the Company does not plan to offer
the Halloween event in 2000.

The Northern California Faire historically operated on leased property in
Novato, California. The lease for this property expired after the 1998 season.
In 1999, the Northern California Renaissance Pleasure Faire was held on the site
of the original Nut Tree Farm near Vacaville, California under a one year lease.
The Company is presently negotiating a lease for the 2000 season at the same
location near Vacaville. To date a lease has not been executed and there can he
no assurance that the Company will be successful in obtaining a lease in time
for the 2000 operating season, or that it will be on terms acceptable to the
Company.

Historically all structures, including the gates, stages, booths, shops and
arenas utilized in the Northern California Renaissance Pleasure Faires had to be
mobile. These props were loaded into the Company's semi-tractor/trailers and
transported between the Northern and Southern California Renaissance Faires and,
during the off-season, were stored at the Northern Renaissance Faire site. The
booths and craft shops utilized and owned by the individual vendors were moved
onto the site for the Faire and then removed by them. The Company is seeking a
long-term lease agreement that would allow these structures to remain in place
year-round and provide the opportunity for additional income-generating events
other than the Renaissance Faire.

SOUTHERN CALIFORNIA RENAISSANCE PLEASURE FAIRE. The Southern California
Renaissance  Pleasure  Faire  has  been  held  for the  past 37 years in the Los
Angeles  metropolitan  area.  This  Faire  is held  annually  for  eight or nine
weekends  beginning the last week of April and ending  mid-June.  In 1999, as is
planned for the 2000 season,  the Faire ran eight  weekends  beginning the first
week of May. In 1999 the  Company,  for the first time,  sponsored a School Days
event in conjunction with Events Group  Corporation  which was held on the Faire
site in May of 1999. A School Days event is scheduled for May 2000.

The Southern Renaissance Pleasure Faire is held in Glen Helen Regional Park
located near Devore, California. The site is leased from the San Bernardino
County Parks and Recreation Department, under a one-year lease for the 2000
Faire. Rental under the lease is equal to 4.0% of gross revenues with a
guaranteed minimum of $150,000. The Company believes it has the option of
leasing the San Bernardino site in the future.

The Southern Renaissance Pleasure Faire site is only occupied during the
operating season and must be vacated following completion of the Faire.
Accordingly, all structures are mobile and transported to the Northern
Renaissance Faire site for storage during the off-season.

Although the Company has operated this Faire during the past several years at a
profit, management believes that it should either relocate the Faire or obtain a
long-term lease for the

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<PAGE>

current site in order to improve its profitability in the future. The owner of
the existing site has indicated that it is willing to enter into a long-term
lease. With a long-term lease, the Company would be able to make permanent
improvements to the site and reduce its annual set-up cost for the Faire. The
Company has not, as of the date of this report, entered into a long-term lease
for the existing site and there can be no assurance that it will be able to
obtain a long-term lease for this site.

NEW YORK RENAISSANCE FAIRE. The Company acquired Creative Faires, Ltd., the
owner and operator of the New York Renaissance Faire in February of 1996. The
New York Renaissance Faire opened in July 1978 and re-creates a 16th century
English Country Faire on 65 leased acres in Sterling Forest, Tuxedo, New York.
Creative Faires, Ltd. also produces Sterling Forest's Forest of Fear. The
Company issued 108,000 shares of the Company's Common Stock in consideration for
all of the outstanding shares of Creative Faires, Ltd. Effective November 19,
1998 Creative Faires, Ltd. merged with Renaissance Entertainment Corporation.

Historically, the Faire has held annually for eight weekends beginning the first
weekend of August and ending the third weekend of September. The Forest of Fear
is held annually beginning the first weekend of October and ending on Halloween.
In 1998, under a joint arrangement with Educational Travel Tours, Inc., the
Company operated two School Days events in May and June. In 1999, the Company
operated three School Day events in May and June. In 2000, the Company will
operate their School Days events in cooperation with Events Group, Inc. The
Company has two School Days events scheduled in May of 2000. In 2000, the
Company anticipates operating the Faire seven weekends beginning the first
weekend of August and the Forest of Fear will operate four weekends in October.

In 1996, the Company signed a five-year lease with Sterling Forest Corp. to
operate the New York Faire in Sterling Forest. The original lease term expires
after the operating season in 2000. The Company has negotiated a one-year
extension on this lease through the 2001 operating season. The Company is
currently negotiating a long-term lease to remain in Sterling Forest and is
investigating alternative locations for the Faire.

VIRGINIA RENAISSANCE FAIRE. On January 28, 2000, the Company announced the
closure of the Virginia  Renaissance Faire located in Fredericksburg,  Virginia.
The 250  acres of land on which  the  Faire was  located  was  purchased  by the
Company in July of 1995 for $925,000.  The Virginia  Renaissance Faire has had a
negative impact on the Company's cash flow and net income since its opening.  In
1999, the Company  recorded an asset write down of  approximately  $2,121,334 in
connection  with the  closing of the Faire.  Efforts  are  underway  to sell the
property.  The Company has not, as of the date of this  report,  entered  into a
sales agreement as it relates to the property.

VENDORS

Approximately 12% of the revenues realized from presenting the Company's
Renaissance Faires are generated from the Company's relationships with vendors
and craftspersons who sell food and crafts and offer games and rides. During the
1999 season, there were approximately 165 vendors at the Bristol Faire, 150 at
the Northern California Faire, 156 at the Southern California Faire, 125 at the
New York Faire and 82 vendors at the Virginia Faire. Typically, there is little

                                       4
<PAGE>

turnover in vendors from one season to the next. The loss of any one or more
vendors would not have a material adverse effect upon a particular Faire.

At the Bristol Renaissance Faire site, the vendors and craftspersons are
required to construct their shops and booths at their own cost and then occupy
the structures on a year-to-year basis for an annual fee of $1,000.

At the Northern and Southern California Renaissance Pleasure Faires, craft shops
and booths are owned by the vendors and transported onto the site for the
duration of the Faire and then removed. In lieu of a flat fee to participate,
vendors at the California Faires pay the Company a fee equal to 12%-20% of their
gross revenues.

At the New York Faire site, the vendors and craftspersons pay an annual fee of
approximately $250 and 10%-17% of their gross revenues.

The decision to charge a flat fee or a percentage of revenues is based on
several factors, including the custom of a particular Faire and the extent to
which vendors must invest in the construction of their booths. The advantage to
the Company of the flat fee method is that it is easier to monitor and is more
predictable. The advantage to the Company of the percentage method is that the
Company may participate to a greater extent as Faire attendance increases.
Vendors occupy their booths and shops pursuant to written lease agreements that
have a term of one year, and require renewal by both the vendor and the Company.
Under these agreements, each vendor agrees to indemnify and hold harmless the
Company from any liability that may arise by virtue of the vendors' activities
at a Faire. Nevertheless, the Company maintains general public liability
insurance which also provides coverage for such risks.

REVENUE SOURCES

A Renaissance Faire generates revenues from numerous sources, including gate
admissions, beverage sales, parking fees, food sales, craft fees, game fees,
camping fees, souvenir sales and sponsorship fees. The following table shows the
Company's revenues during the 1998 and 1999 seasons from each of these
activities.

<TABLE>
<CAPTION>
                                1999           1998
<S>                         <C>           <C>
Gate Admissions             $ 6,617,279   $ 7,064,819
Beverage Revenue              2,894,414     3,051,353
Parking Revenue                 847,534       864,938
Food Revenue                    592,863       636,899
Craft Fees                    1,570,175     1,724,922
Game Fees                       221,565       237,867
Souvenir Revenue              1,063,801       942,485
Sponsorship Fees                262,899       235,556
Camping Fees                    245,777       311,004
Miscellaneous Fees              151,132       149,562
     Total                  $14,467,439   $15,219,405

</TABLE>

                                       5
<PAGE>

GATE ADMISSIONS. Gate admissions are generally set from $14.00 to $17.50 for
adults, $6.00 to $7.50 for children, and children under the age of five admitted
free. Discounts range from $1.00 to $2.50 for seniors and, in some cases,
students and military personnel. Off premises discount ticket sales are
available at Cub Foods, Sentry Foods, Circle K, Shoprite, Fresh Field Grocers,
Hannaford's Food, and CalaBell. Discount coupons are available at retail outlets
operated by Company sponsors, including McDonalds, Subway, White Castle,
Wendy's, Blockbuster Video, Target, Best Buy, Norwest, Moto Photo, Popeye's,
Border Bookstores and Tower Records. The Company has a large group sale and
advance sale program that provides discounted tickets. Admission provides the
guest with all-day continuous entertainment on multiple stages. Major
entertainment acts include full contact jousting, falconry, variety acts, sword
duels, Shakespearean vignettes and authentic belly-dancing.

BEVERAGE INCOME. The Company sells beer, wine and soft drinks at each Faire.

PARKING INCOME. The California Faires charge $7.00 per car for regular parking
and $10 for preferred close-in parking. The Bristol
and New York Faires have preferred parking for $3.00 and $5.00.

FOOD REVENUE. At the California and New York Faires, all food concessions are
run by independent vendors. On April 6, 2000, the Company entered into an
agreement to sell their food concessions, at the Bristol Faire, to an
independent food vendor. These vendors pay the Company a commission equal to
approximately 15% of their gross revenues.

CRAFT FEES. Each Faire has approximately 80 to 170 independent craft vendors who
sell their goods to Faire patrons. Most of the craft items are handmade by the
artists who often demonstrate the making of their wares at the Faire. The
glassblowers and lace-makers are generally very popular. The craft vendors in
California pay the Company a fee of approximately 12-20% of their gross revenue.
At the Bristol and New York Faires, craft vendors are required to build their
own booth or shop, and either pay a flat annual fee or a percentage of their
gross income.

GAME FEES. Many games and rides are operated by independent contractors. The
Company receives approximately 15% of the gross
revenues from these games and rides.

SOUVENIR REVENUE. At each Faire, the Company sells souvenir t-shirts,
sweatshirts,  beer mugs, books and other high quality merchandise appropriate to
the Renaissance era.

SPONSORSHIP FEES. The Company solicits sponsorship arrangements. Major sponsors
include the Coca-Cola Company, Anheuser-Busch, Inc., Miller Brewing Company,
Eastman Kodak Company, Pepsi Cola Company, Grand Pacific Resorts, Fuji Film,
Playmobil, Evian, Shell, Database, Winchells, Samuel Adams and Guinness Import
Co. The sponsors also participate in joint advertising campaigns.

CAMPING FEES. The Company allows employees and independent vendors limited
camping at the Faire sites during the Faire season. The Company provides
portable rest room facilities, showers and security for campers. The campers are
charged and pay a fee for these services.

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<PAGE>

MARKETING

The Company markets its Faires as entertainment events for the whole family,
which also include shopping and food. Marketing is accomplished through local
television and radio stations which, from time-to-time, and often in conjunction
with other advertisers, conduct live broadcasts from the Faires. Supplementing
this television and radio advertising, newspapers and billboards provide
essential information to the general public regarding the cost of admission,
location and times of operation. Artistic brochures and fliers are directed
toward groups for advance sales campaigns.

The Company has also undertaken a "Sponsorship" campaign. Major sponsors have
included Eastman Kodak Company, Coca-Cola Company, Miller Brewing Company, Evian
Water, Shell Development, Anheuser-Busch, Inc., and Pepsi Cola Company.
Agreements with such sponsors have included joint advertising, sponsorship fees,
and product giveaways.

Since 1998, the Company has conducted matinee programs that are designed to
provide an educational experience in combination with lively entertainment for
school children. The Company has sponsored these events in conjunction with
Educational Travel Tours, Inc. and Events Group, Inc. In 1998, the Company held
five daily events at three of its Faire sites with 15,300 school children in
attendance. In 1999, the Company held seven daily events at four of its Faire
sites with 19,097 individuals attending. In 2000, in cooperation with Events
Group, Inc., the Company is planning to hold three daily events at two Faire
sites.

SEASONALITY AND WEATHER

The Company generates its revenue primarily from the production of Renaissance
Faires. Since, at this point, they are exclusively outdoor events, each Faire is
scheduled for the time of year most likely to minimize the risks and hazards of
inclement weather. With four Faires in various U.S. locations, the Company has
been able to extend the period of revenue generation from early May (the start
of the Southern California Faire) through mid-October (the end of the Northern
California Faire), with the Bristol Renaissance Faire being held during July and
August, and the New York Faire during August and September. The spread of Faires
over a six-month period, and the geographic spread across the West coast, East
coast, and Midwest, helps to assure that inclement weather in one particular
geographic area at any particular time does not adversely threaten the Company's
entire source of revenue. However, it is normal, for adverse weather, or even
the forecast of adverse weather, to harm the financial results during certain
weekends of any particular Faire.

During the period from mid-October through April, the Company currently has no
material income-generating activity and must meet its working capital
requirements from cash flow earned during the Faire season augmented by
short-term debt. The Company plans to continue producing the previously
mentioned special events and research additional events at other Faire sites.

Each Faire is scheduled for a finite period that is determined substantially in
advance in order to facilitate advertising and other promotional efforts. Since
attendance at each Faire depends on the weather, poor weather conditions can
result in substantial declines in attendance and loss of revenues. All of the
Renaissance Faires' are open "rain or shine". The Company is also vulnerable

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to severe climatic events that are similarly beyond its control but nevertheless
could have a direct and material impact upon the Company's relative success or
failure.

COMPETITION

As a promoter and operator of family entertainment events, the Company faces
significant competition from other more traditional entertainment alternatives,
including amusement parks, theme parks, local and county fairs, and specialty
festivals. At each of the markets in which the Company competes, there are many
entertainment events which compete for the consumers' entertainment dollars.
Many of these entertainment events have attendance and revenues substantially
greater than the Company's Faires in such markets. The Company competes on the
basis of entertainment value and uniqueness of the Renaissance event. The
Company emphasizes its Faires as an activity that appeals to the whole family.

While there are more than 100 annual entertainment events produced in the
country with a Renaissance theme, there are approximately 20 major Renaissance
Faire productions operated in major metropolitan areas throughout the country.
As families typically do not travel to distant metropolitan areas in order to
attend a Renaissance Faire, the Company does not experience direct competition
with those other major productions. More significant competition comes from
other entertainment alternatives and smaller faire events.

Further, by the very nature of Renaissance Faires and the lack of protection
afforded by trademark, service mark and unfair competition laws, there exist few
barriers to entry into the industry, and there can be no assurance that other
companies with substantially greater resources will not develop competing Faires
in the metropolitan areas where the Company has established productions.

INTELLECTUAL PROPERTY

Because of the number of existing Faire productions with Renaissance themes, the
Company does not rely upon trademark or service mark protection for the name
"Renaissance Faire" in connection with its business. However, the Company did
obtain in connection with its acquisition of Living History Center assets, an
assignment of a California registration of the mark "Renaissance Pleasure Faire"
which applies only to the state of California. Further, it is possible that the
Company could apply for and obtain trademark or service mark registrations on a
state level for its other individual Faires, such as "Bristol Renaissance Faire"
and other name-specific marks associated with the "Renaissance Faire"
description as those names are acquired or developed. While the Company may be
able to protect a site-specific name for its productions, the Company does not
consider this protection a significant deterrent to the entry of competitors
into existing markets, given the limited barriers to such entry.

PUBLIC LIABILITY AND INSURANCE

As a producer of public entertainment events, the Company has exposure for
claims of personal injury and property damages suffered by visitors to the
Company's Renaissance Faires. To date, however, the Company has experienced only
minimum claims that have been resolved quickly without litigation. The Company
maintains comprehensive public liability insurance in the amount

                                       8
<PAGE>

of $1,000,000 per occurrence and $2,000,000 in the aggregate, which it considers
to be adequate against this exposure. Independent vendors operating food
concessions, games and rides are required to obtain liability insurance
protection, and to provide the Company with proof of such coverage.

GOVERNMENT REGULATION

Since food and alcoholic beverages are sold at the various Faire sites, the
Company, its vendors and/or subsidiaries must comply with all applicable rules,
regulations and/or ordinances pertaining to the handling and sale of such items.
Any material violation of these regulations would subject the Company, its
vendors and/or its subsidiaries to the possibility of having necessary food
service permits and liquor licenses revoked. Material violations may also result
in penalties and fines being assessed against the Company. The Company must also
comply with all state and federal labor laws and regulations, including all
minimum wage and overtime provisions.

The Company believes that it is in compliance with all such laws, and does not
anticipate that any existing law will have a material adverse impact upon the
proposed business and operations of the Company. Although future compliance
cannot be assured in the event of future changes in such laws or the addition of
regulations governing the proposed business and operations of the Company, the
Company will, at all times, endeavor to take all feasible and required actions
necessary to maintain compliance with such laws.

EMPLOYEES

On March 22, 2000, the Company had five full-time employees working in its
Colorado headquarters. Each Faire has its own full-time staff as well as
seasonal and temporary employees who are engaged during the Faire presentation.
On March 22, 2000 the Bristol Faire had five full-time employees, the California
Faires had twelve full-time employees, the Virginia Faire had two full-time
employees, and the New York Faire had six full-time employees.

During Faire presentations, there are over 100 street actors interacting with
Faire patrons at any given time, with over 1,000 seasonal employees and
volunteers. The Company trains its professional street actors, who perform under
contract with the Company for a fixed fee. In addition, the Company invites
numerous apprentice actors and actresses to its training programs to perform
during the Faire on a volunteer basis. Only after an actor or actress has gained
a particular proficiency are they invited to become a fully-paid contract actor
for the Company.

                                ITEM 2: PROPERTY

The Company's corporate headquarters are located at 275 Century Circle, Suite
102, Louisville, Colorado. This property measures 2,789 square feet and is
currently leased at $3,744 per month base rent, with annual increases based on
increases in the Consumer Price Index. The lease is for a term of five years
expiring in 2003, with two five-year renewal options. The Company considers
these offices to be suitable for its current needs.

                                       9
<PAGE>

The Company leases approximately 160 acres in Kenosha County, Wisconsin, which
is home to the Bristol Renaissance Faire. The lease is for a period of 20 years
with lease payments of $400,000 per year during each of the first two years
beginning in November 1997 and increasing to $543,333 per year in years 13
through 20. The Company has the right to acquire the property during the term of
the lease at an aggregate price of $4,433,333 during the first three years,
increasing to $4,900,000 during years 13 through 20. The Company has made a
security deposit of $666,667, $333,333 of which is to be released in 2001 and
the balance released in 2005.

On December 17, 1999, the Company entered into a lease amendment with Faire
Partners, the landlord for the Wisconsin property. The amendment provided for a
one-time restructuring of rental payments. During the time period between
December 1, 1999 and May 31, 2000 the monthly base rent payable by the Company
to the landlord was reduced from $36,667 per month to $21,667 per month and
during the period of time between June 1, 2000 through November 30, 2000, the
monthly base rent payable was increased to $51,667 per month. As an inducement
to the landlord to execute this lease amendment the Company agreed to terminate
the existing warrant dated November 12, 1997 and issue a new warrant. The
original warrant provided for 153,333 shares at $5.00 per share and expires
November, 2003. The new warrant is 100,000 shares at $.30 per share, the closing
ask price on the date the lease amendment was signed. The new warrant is on the
same terms and conditions as contained in the original warrant.

The Southern California Faire site is leased from the San Bernardino County
Parks and Recreation Department, under a one year lease for the 2000 Faire. The
Company is currently negotiating a long-term lease with the San Bernardino
County Parks and Recreation Department. The Company has not, as of the date of
this report, entered into a long-term lease for the existing Faire site and
there can be no assurance that it will be able to obtain a long-term lease for
this site.

In 1999, the Northern California Renaissance Pleasure Faire was held on the site
of the original Nut Tree Farm near Vacaville, California under a one year lease.
The Company is presently negotiating a lease for the 2000 season at the same
location near Vacaville. To date, a lease has not been executed and there can be
no assurance that the Company will be successful in obtaining a lease, or that
it will be on terms acceptable to the Company, in time for the 2000 or future
operating seasons.

The New York Faire is operated on 65 acres of leased land in Tuxedo, New York.
The original lease term expires after the Faire season in 2000. The Company has
negotiated a one year extension on this lease through the 2001 operating season.
The Company is currently negotiating a long-term lease to remain in Sterling
Forest and is investigating alternative locations for the Faire.

On July 27, 1995, the Company acquired approximately 250 acres of land in
Stafford County, Virginia, for a purchase price of $925,000. This property
housed the Virginia Renaissance Faire. The construction of the Faire was
financed, in part, with a $1.5 million mortgage (balance at December 31, 1999 -
$426,066), repayable over 15 years at an initial interest rate of 8.65%
annually. In March, 1999 the company obtained a second mortgage on this property
in the amount of $750,000. On January 28, 2000, the Company announced the
closure of the Virginia

                                       10
<PAGE>

Renaissance Faire. Efforts are underway to sell the property. The Company has
not, as of the date of this report, entered into a sales agreement for the
property. (See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity").

                            ITEM 3: LEGAL PROCEEDINGS

From time to time, the Company is a party to legal proceedings arising in the
ordinary course of business. On June 25, 1998, Dawn Morgan, a former employee of
the Company, commenced an action against the Company (on all allegations) and a
former officer of the Company in Superior Court of the State of California in
and for the County of Marin alleging breach of contract, breach of the implied
covenant of good faith and fair dealing, promissory estoppel, negligent
misrepresentation, unlawful discrimination based on age, physical disability
discrimination and negligent infliction of emotional distress. This suit has
been settled, based on the Company's agreement to pay Ms. Morgan $50,109.

            ITEM 4: SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     The 1999 Annual Meeting of the Stockholders of the Company was held on
October 13, 1999. At that meeting, the following six directors were elected:
Charles S. Leavell; Robert Geller; Sanford L. Schwartz; Charles J. Weber; J.
Stanley Gilbert; and Thomas Brown.

     Shareholders also approved a proposal to increase the number of shares
reserved for issuance under the Company's 1993 Incentive Stock Plan from 342,000
to 750,000. The number of shares voting for the increase were 1,698,678; against
were 254,929; abstentions were 106,447.

                      ITEM 5: MARKET FOR THE COMMON EQUITY
                         AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

     Since December 21, 1998, the Company's Common Stock has been traded on the
OTC Bulletin Board under the symbol FAIRC. From August 21, 1997 to December 21,
1998, the Company's Common Stock traded in the Nasdaq Small Cap Market and from
September 1, 1995 to August 21, 1997, it traded on the Nasdaq National Market.
From December 9, 1996, to January 27, 1998, the Company's Common Stock was also
traded on the Philadelphia Stock Exchange. The following table reflects the high
and low prices of the Company's Common Stock for each quarterly period of the
two most recent calendar years and the subsequent interim quarters retroactively
adjusted for a 1-for-5 reverse stock split in February 1998. The prices reflect
the high and low sales prices. The quotations represent prices between
broker-dealers and do not include retail mark-ups and mark-downs or any
commission to the broker-dealer and may not reflect prices in actual
transactions.

<TABLE>
<CAPTION>
Calendar Years Ended December 31             High          Low
--------------------------------             ----          ---
<S>                                       <C>           <C>
          1998
First Quarter ended March 31                 1.625         0.625

</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
Calendar Years Ended December 31             High          Low
--------------------------------             ----          ---
<S>                                       <C>           <C>
Second Quarter ended June 30                 1.12          0.375
Third Quarter ended September 30             1.46          0.437
Fourth Quarter ended December 31             0.937         0.937

          1999
First Quarter ended March 31                 0.9375        0.28
Second Quarter ended June 30                 0.60          0.3984
Third Quarter ended September 30             0.55          0.3594
Fourth Quarter ended December 31             0.375         0.19

          2000
Period ended March 22                        0.4           0.19

</TABLE>

     As of March 22, 2000, there were approximately 143 shareholders of record.

DIVIDENDS

The Company has never paid cash dividends on its Common Stock, and does not
anticipate the payment of such dividends in the foreseeable future.

                 ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements, including the footnotes for the fiscal period
ended December 31, 1999. On June 21, 1996, the Company changed its fiscal year
end from March 31 to December 31.

In the year 2000, the Company will operate four Renaissance Faires in the United
States. The four Faires include the Southern and Northern California Renaissance
Pleasure Faires, and the Bristol and New York Renaissance Faires. On January 28,
2000, the Company announced the closure of the Virginia Renaissance Faire
located in Fredericksburg, Virginia. The Virginia Renaissance Faire has had a
negative impact on the Company's cash flow and net income since its opening in
May, 1996. The Renaissance Faire is a re-creation of a Renaissance village, a
fantasy experience transporting the visitor back into sixteenth century England.

The Company has a lease for the 2000 and 2001 Faire seasons to operate the New
York Faire in Sterling Forest. The Company has a one-year lease for the 2000
Faire season to operate the Southern California Faire in Devore. The Company is
presently negotiating a lease for the 2000 season of the Northern California
Faire to be held at the same location used in 1999, near Vacaville. To date the
lease for the Northern California Faire has not been executed and there can he
no assurance that the Company will be successful in obtaining a lease, or that
it will be on terms acceptable to the Company, in time for the 2000 operating
season. It is critical to the financial

                                       12
<PAGE>

condition of the Company, that it obtain long-term leases for its Northern and
Southern California Faires and its New York Faire.

The Company had a working capital deficit of ($1,274,542) as of December 31,
1999. During the first four months of fiscal 2000, the Company obtained $350,000
of additional capital through the issuance of 12% subordinated promissory notes
due August 31, 2001. While the Company believes that it has adequate capital to
fund anticipated operations for the balance of 2000, it believes it must obtain
additional capital for future fiscal periods. See "Liquidity and Capital
Resources."

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998. Revenues
decreased $751,975 or 5% from $15,219,412 in 1998 to $14,467,437 in 1999. During
the 1999 operating season, gross attendance at the Bristol and New York Faires
was significantly lower as compared to 1998. Gross attendance was down 6% at the
Kenosha Wisconsin Faire and 19% at the New York Faire. The decrease in
attendance was directly related to the forecast of or actual inclement weather
conditions. Gross attendance for the Northern California Faire was down 7% for
the 1999 season. This decrease was largely the result of hot weather and the new
location of the Faire. It is not unreasonable to experience a temporary decrease
in attendance when relocating an established operation such as the Northern
California Faire.

Faire operating expenses increased $379,012 or 8% from $4,678,664 in 1998 to
$5,057,676 in 1999. Of this increase, approximately $125,000 related to year
2000 operating expenses for the Virginia site which the Company was required to
accrue in 1999 as a result of its decision to close the Virginia Faire. The
balance of the increase related to the Company's plans for increased attendance
in 1999. When planning for growth, in any period, there are certain expenses,
such as contracts for entertainers, trash removal, etc., which are established
before the Faire opens. When revenue generation for a Faire is seriously
impacted, as in 1999 by the forecast of or actual inclement weather, it is
difficult and often impossible to curtail certain expenses.

Operating expenses (year-round operating costs and corporate overhead) decreased
$80,722 or 1%, from $10,333,602 in 1998 to $10,252,880 in 1999.

Of the operating expenses, salaries increased $55,814 or 1%, from $4,398,917 in
1998 to $4,454,731 in 1999.

Advertising expense decreased $83,021, or 4%, from $1,880,900 in 1998 to
$1,797,879 in 1999. This decrease was due to the continued utilization of more
cost efficient methods of advertising.

Depreciation and amortization decreased 3%, from $585,977 in 1998 to $565,646 in
1999. This decrease was primarily the result of the Company's utilization of
accelerated methods of depreciation resulting in more depreciation in the
earlier years of an asset's life and less later.

                                       13
<PAGE>

Other operating expenses (all other general and administrative expenses of the
Company) showed a decrease of $33,184 or 1%, from $3,467,808 in 1998 to
$3,434,624 in 1999. Numerous cost savings plans were implemented, again this
year, targeted at reducing this category of expenses.

As a result of the foregoing, net operating income (before interest charges and
other income) decreased $1,050,265 from income of $207,146 for the 1998 period
to a loss of ($843,119) for the 1999 period.

A 1% decrease in interest expense from $644,227 in 1998 to $639,719 in 1999
resulted from a lower cost of borrowing over the past one year period.

Other income decreased $68,982, from $155,464 in 1998 to $86,482 in 1999. This
line item is a collection of income and expense items that do not specifically
relate to the general operations of the business in the current period. These
items are variable and often non-recurring events.

On January 28, 2000, the Company announced the closure of its Renaissance Faire
in Fredericksburg, Virginia. Efforts are underway to dispose of the property.
The December 31, 1999 income statement includes an expense line item in the
amount of $2,121,334 that related to the write-down of the property due to
closure of the site.

Combining net operating income with other income/expense resulted in a
$3,248,241 increase in net loss, from a loss of ($203,080) for the 1998 period
to a loss of ($3,451,321) for the 1999 period. Net loss to common stockholders
increased from a loss of ($203,080) for the 1998 period to a loss of
($3,451,321) for the 1999 period. Finally, net loss per common share increased
from a loss of ($0.10) for the 1998 period to a loss of ($1.61) for the 1999
period, based on 2,095,785 weighted average shares outstanding during the 1998
period and 2,144,224 weighted average shares outstanding during the 1999 period.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997. Revenues
increased $1,060,822 or 7% from $14,158,590 in 1997 to $15,219,412 in 1998. This
increase was primarily the result of increased revenue of approximately $194,000
at the Virginia Faire,  $137,000 for the Southern California Faire, $351,000 for
the  Wisconsin  Faire,  $247,000  for the New York  Faire and  $132,000  for the
Northern  California Faire. The increased  revenue for the Virginia,  Wisconsin,
and New York Faires was  primarily  due to  increased  overall  attendance.  The
increased  revenue for the Southern  California  Faire was due to an increase in
paid  attendance,  as well as being open one more  weekend in 1998 than in 1997.
The increased revenue for the Northern California Faire is primarily a result of
increased paid attendance.

Faire operating expenses increased $72,062 or 2% from $4,606,602 in 1997 to
$4,678,664 in 1998. Overall cost of sales inherently increases with revenue.
Cost of sales as a percent of revenue actually decreased 1.8% from 1997 to 1998
indicating improved efficiency in the utilization of resources within this
expense category.

Operating expenses (year-round operating costs and corporate overhead) decreased
$1,506,577 or 13%, from $11,840,179 in 1997 to $10,333,602 in 1998. The
Company's management has spent a

                                       14
<PAGE>

considerable amount of time reviewing operating expenses categorically and
implementing plans and systems to lower operating expenses.

Of the operating expenses, salaries decreased 7%, from $4,745,507 in 1997 to
$4,398,917 in 1998, reflecting a continued reduction in personnel expense for
the 1998 period as compared to the 1997 period.

Advertising expense decreased $554,329, or 23%, from $2,435,229 in 1997 to
$1,880,900 in 1998. This decrease was due to the continued utilization of more
cost efficient methods of advertising.

Depreciation and amortization decreased 16%, from $701,599 in 1997 to $585,977
in 1998. This decrease was primarily the result of the Company's utilization of
accelerated methods of depreciation resulting in more depreciation in the
earlier years of an asset's life and less later.

Other operating expenses (all other general and administrative expenses of the
Company) showed a decrease of $490,036 or 12%, from $3,957,844 in 1997 to
$3,467,808 in 1998. Numerous cost savings plans were implemented again this year
targeted at reducing this category of expenses.

As a result of the foregoing, net operating income (before interest charges and
other income) increased $2,495,337 from a loss of ($2,288,191) for the 1997
period to income of $207,146 for the 1998 period.

A 74% increase in interest expense from $370,813 in 1997 to $644,227 in 1998
resulted from the accounting treatment of the sale-leaseback of the Wisconsin
property effected in November, 1997. Due to the structuring of this transaction,
FASB 98 required that this transaction be treated as a financing arrangement
resulting in interest expense as opposed to operating lease payments. Except for
the above-mentioned item, the Company's borrowing level and associated interest
expense has decreased over the past one year period.

Other income increased $124,588, from $30,876 in 1997 to $155,464 in 1998. This
line item is a collection of income and expense items that do not specifically
relate to the general operations of the business in the current period. These
items are variable and often non-recurring events such as the receipt of income
as the result of an easement grant on Company held property.

Combining net operating income with other income/expense resulted in a
$2,364,017 decrease in net loss, from a loss of ($2,567,097) for the 1997 period
to a loss of ($203,080) for the 1998 period. Net loss to common stockholders
decreased $2,364,017, from a loss of ($2,567,097) for the 1997 period to a loss
of ($203,080) for the 1998 period. Finally, net loss per common share decreased
from a loss of ($1.32) for the 1997 period to a loss of ($0.10) for the 1998
period, based on 1,949,217 weighted average shares outstanding during the 1997
period and 2,095,785 weighted average shares outstanding during the 1998 period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit widened during 1999 from ($147,726) at
December 31, 1998 to ($1,274,542) at December 31, 1999. The disappointing
performance of three of the

                                       15
<PAGE>

Company's five Faires, in large part, explains the negative impact on working
capital in 1999. SEE RESULTS OF OPERATIONS.

The Company's working capital requirements are greatest during the period from
January 1 through April 30, when it is incurring start-up expenses for its first
Faire of the Faire season, the Southern California Faire.

In 1999, the Company authorized the issuance for up to $1,000,000, 12%
subordinated promissory notes due August 31, 2001 on units, each unit consisting
of two promissory notes of equal principal, identical in nature except that one
note is convertible to common stock at a price of $0.30 per share. Interest is
due and payable quarterly. Subscribers to these units are expected to be
primarily related parties. During the first four months of fiscal 2000, the
Company raised capital in the amount of $350,000 under the above mentioned debt
structure. These funds were provided by Charles S. Leavell ($250,000), Chairman
of the Board of Directors and one other investor.

During March of 1999, the Company secured a second mortgage on its Virginia real
estate. The total amount of the loan is $750,000, of which $500,000 was funded
at closing and $250,000 was funded in July, 1999. This loan is secured by a
Second Deed of Trust on the Virginia property. This loan allows interest at 13%
per annum. Payments are interest only 4/1/99 through 6/1/99; principal and
interest on a five-year amortization of the amount of debt remaining unpaid on
6/1/99 from 7/1/99 through 1/1/2000; interest only 2/1/2000 through 6/1/2000;
principal and interest on a five-year amortization of the amount of debt
remaining unpaid on 6/1/2000 from 7/1/2000 through 11/1/2000; and remaining
principal and interest is due in full on 12/31/2000. The investor also was
granted an option to purchase one share of the Company's common stock for each
$10.00 loaned to the Company at an exercise price of $0.81 per share. These
options expire on the earlier of 12/31/2005 or the third anniversary of the
payment in full of the loan.

While the Company believes it has adequate capital to fund anticipated
operations for fiscal 2000, it believes it must obtain additional working
capital for future periods.

Reviewing the change in financial position over the years, current assets,
largely comprised of cash and prepaid expenses, increased from $771,045 at
December 31, 1998 to $1,515,134 at December 31, 1999, a increase of $744,089 or
97%. Of these amounts, cash and cash equivalents increased from $379,336 at
December 31, 1998 to $1,049,044 at December 31, 1999. Accounts receivable
decreased from $18,509 at December 31, 1998 to $4,951 at December 31, 1999.
Prepaid expenses increased from $237,021 at December 31, 1998 to $259,646 at
December 31, 1999.

Current liabilities increased from $918,771 at December 31, 1998 to $2,789,676
at December 31, 1999, an increase of $1,870,905 or 203%. This change is
primarily due to an increase during the twelve-month period in accounts payable
of $1,116,176 from $604,434 at December 31, 1998 to $1,720,610 at December 31,
1999 as a result of the Company's decision to defer payments of trade payables.
Unearned income, which consists primarily of the sale of admission tickets to
upcoming Faires, and deposits received from craft vendors for future Faires,
increased from $161,010 at December 31, 1998 to $214,789 at December 31, 1999.
Notes payable, current portion, increased from $153,327 at December 31, 1998 to
$854,277 at December 31, 1999. The Company's overall

                                       16
<PAGE>

indebtedness increased during the twelve-month period as a result of the second
mortgage on the Virginia Faire real property.

Total assets decreased from $8,806,809 at December 31, 1998 compared to
$7,108,820 at December 31, 1999. Property, plant and equipment (net of
depreciation) decreased by $2,316,303 or 35% from $6,610,466 at December 31,
1998 to $4,294,163 at December 31, 1999. This decrease is primarily the result
of the write-down of the Virginia site assets that totaled approximately
$2,118,000. The Company decreased the net book value of certain fixed assets in
New York approximately $47,000 to coincide with the two years remaining on the
lease of the Sterling Forest property. Goodwill, which arose from the purchase
of the two California Faires and is being amortized over 15 years, decreased
from $519,474 at December 31, 1998 to $468,798 at December 31, 1999 as the
result of normal amortization. Other miscellaneous assets such as vendor
deposits, decreased from $900,828 at December 31, 1998 to $830,725 at December
31, 1999.

Total liabilities increased from $5,377,508 at December 31, 1998 to $7,128,340
at December 31, 1999, an increase of $1,750,832 or 33%. Total liabilities at
December 31, 1999 include $2,789,676 in current liabilities (discussed above),
plus $311,873 from the long-term portion of debt primarily resulting from the
first mortgage on the Virginia Faire site and the $3,987,116 lease obligation
with respect to the sale/leaseback of the Bristol Faire site described above.

Stockholders' Equity decreased from $3,429,301 at December 31, 1998 to a deficit
of ($19,520) at December 31, 1999, a decrease of $3,448,821 or 101%. This
decrease resulted primarily from the net loss of ($3,451,321). As of December
31, 1999, the Company had outstanding 2,144,889 shares of common stock, 334,716
Class A Warrants representing the right to purchase common stock at $10.00 per
share, and 393,395 Class B warrants representing the right to purchase common
stock at $13.125 per share. The Company's A and B warrants expired in January of
2000.

Although inflation can potentially have an effect on financial results, during
1998 and 1999, it caused no material effect on the Company's operations, since
the change in prices charged by the Company and by the Company's vendors has not
been significant.

The Company has no significant commitment for capital expenses during the fiscal
year ending December 31, 2000.

                FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

In addition to the other information contained in this report, prospective
investors should carefully consider the following factors in evaluating the
Company and its business.

     RECENT LOSSES. The Company has incurred operating losses since
fiscal 1995. In addition,  the Company  incurred a  ($3,451,321)  loss in fiscal
1999. There is no assurance that the Company will return to profitability in any
subsequent period.

The Virginia Faire has operated at a loss for all fiscal years since opening in
1996. The Faire has had a negative impact on the Company's cash flow and results
of operations since its opening.

                                       17
<PAGE>

As a result, on January 28, 2000, the Company announced the closure of the
Virginia Renaissance Faire located in Fredericksburg, Virginia. The Company has
recorded an asset write-down of approximately $2,121,334 in fiscal 1999 in
connection with the closing of the Faire.

During the third quarter of 1999, the Company's Wisconsin and New York Faires'
experienced the threat of or actual inclement weather throughout much of their
operating season. The Northern California Faire was relocated in 1999 and was
negatively impacted by weather. As a result the Wisconsin, New York and Northern
California Faire fiscal 1999 results of operations were adversely affected.

     NEED FOR ADDITIONAL CAPITAL. The Company had a working capital deficit
of  ($1,274,542)  as of December  31, 1999.  See  "Management's  Discussion  and
Analysis of Financial  Condition and Results of  Operations."  While the Company
believes that it has adequate  capital to fund  anticipated  operations  for the
balance  of  fiscal  year  2000,  it may  need  additional  capital  to  sustain
operations after that time.  Additional capital may be sought through borrowings
or from additional equity financing. Such additional equity financing may result
in additional dilution to investors. In any case, there can be no assurance that
any additional capital can be satisfactorily obtained if and when required.

     POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE. In 1999, the Northern
California Renaissance Pleasure Faire was held on the site of the original Nut
Tree Farm near Vacaville, California under a one year lease. The Company is
presently negotiating a lease for the 2000 season at the same location near
Vacaville. To date a lease has not been executed and there can he no assurance
that the Company will be successful in obtaining a lease, or that it will be on
terms acceptable to the Company, in time for the 2000 operating season. The
Company is seeking a long-term lease agreement that would provide expense
savings, by allowing the Faire structures to remain in place year-round, and
provide the opportunity for additional income-generating events other than the
Renaissance Faire. Should the Company be unable to operate a Northern
Renaissance Faire it could have a material adverse effect on the Company's
business, results of operations and financial condition.

     POSSIBLE RELOCATION OF SOUTHERN CALIFORNIA FAIRE. Since April 1994, the
Company has operated its Southern California Faire in Devore, California. The
site is leased from the San Bernardino County Parks and Recreation Department,
under a one year lease for the 2000 Faire. The Company is currently negotiating
with the owners of the Devore property regarding long-term use of this property.
The Company believes that it either needs to obtain a long-term lease for the
current site or relocate the Faire to another site for which a long-term lease
would be available. This would allow the Company to construct permanent
structures on the site and significantly reduce setup costs for this Faire. As
of the date of this report, the Company has not entered into a long-term lease
for the current site and there can be no assurance that it will be able to do
so.

     COMPETITION. The Company faces significant competition from numerous
organizations throughout the country which offer Renaissance Faires and other
entertainment events, including amusement parks, theme parks, local and county
fairs and festivals, some of which possess

                                       18
<PAGE>

significantly greater resources than the Company, and in many cases, greater
expertise and industry contacts. The Company estimates that there are currently
20 major Renaissance Faires produced each year. In addition, the Company
estimates that there are 100 minor Renaissance Faire events held throughout the
United States each year, ranging in duration from one day to two weekends.

     LACK OF TRADEMARK PROTECTION. Because of the large number of existing
Renaissance Faires, the Company is not able to rely upon trademark or service
mark protection for the name "Renaissance Faire." As a result, there is no
protection against others using the name "Renaissance Faire" for the production
of entertainment events similar to those produced by the Company. The Company's
own Faires could be negatively impacted by association with substandard
productions.

     PUBLIC LIABILITY AND INSURANCE. As a producer of a public entertainment
event, the Company has exposure for claims of personal injury and property
damage suffered by visitors to the Faires. To date, the Company has experienced
only minimal claims, which it has been able to resolve without litigation. The
Company maintains comprehensive liability insurance which it considers to be
adequate against this risk; however, there can be no assurance that a
catastrophic event or claim which could result in damage or liability in excess
of this coverage will not occur.

     DEPENDENCE UPON VENDORS. A substantial portion of the Company's revenues
generated at each Faire is derived from arrangements that the Company has with
vendors who construct elaborate booths at the Faires and sell a variety of food,
crafts and souvenirs. This arrangement consists of either a fixed rental paid by
the vendors to the Company, or a percent of revenues. In either case, the
success of a Faire is dependent upon the Company's ability to attract
responsible vendors who sell high quality goods.

     SEASONALITY. The Company's Renaissance Faires are located in traditionally
seasonal areas which attract the greatest number of visitors during the warm
weather months in the spring, summer, and early fall. Unless the Company
acquires or develops additional Faire sites in areas which are counter-seasonal
to the present sites located in temperate climates, the Company's revenues and
income will be highly concentrated in the six months ended September 30th of
each year.

     DEPENDENCE UPON WEATHER. Each Renaissance Faire operated by the Company is
scheduled for a finite period, typically consecutive weekends during a seven to
nine-week period, which are determined substantially in advance in order to
facilitate advertising and other promotional efforts. The success of each Faire
is directly dependent upon public attendance, which is directly affected by
weather conditions. While each of the Company's Faires are open, rain or shine,
poor weather, or even the forecast of poor weather, can result in substantial
declines in attendance and, as a result, loss of revenues. Further, as the
Renaissance Faires are outdoor events, they are vulnerable to severe weather
conditions that can cause damage to the Faire's infrastructure and buildings, as
well as injuries to patrons and employees. Risks associated with the weather are
beyond anyone's control, but have a direct and material impact upon the relative
success or failure of a given Faire.

                                       19
<PAGE>

     LICENSING AND OTHER GOVERNMENTAL REGULATION. For each Faire operated by the
Company, it is necessary for the Company to apply for and obtain permits and
other licenses from local governmental authorities controlling the conduct of
the Faire, service of alcoholic beverages, service of food, health, sanitation,
and other matters at the Faire sites. Each governmental jurisdiction has its own
regulatory requirements that can impose unforeseeable delays or impediments in
preparing for a Faire production. While the Company has been able to obtain all
necessary permits and licenses in the past, there can be no assurance that
future changes in governmental regulation or the adoption of more stringent
requirements may not have a material adverse impact upon the Company's future
operations.

     FAIRE SITES. The Company currently has leases, for the Southern
California Faire,  Bristol  Renaissance Faire, and the New York Faire sites. The
terms and conditions of each lease will vary by location, and to a large extent,
are beyond the control of the Company.  Further,  there can be no assurance that
the  Company  will be able to continue  to lease  existing  Faire sites on terms
acceptable  to the  Company,  or be  successful  in  obtaining  other  sites  on
favorable locations. The Company's dependence upon leasing Faire sites creates a
substantial risk of fluctuation in the Company's operations from year to year.

               ITEM 7: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements are filed as part of this report:

     1.   Report of Independent Certified Public Accountants;

     2.   Consolidated Balance Sheets as of December 31, 1998 and 1999,
          (audited);

     3.   Consolidated Statements of Operations for the Fiscal Years Ended
          December 31, 1998 and December 31, 1999 (audited);

     4.   Consolidated Statements of Changes in Stockholders' Equity for the
          Fiscal Years from December 31, 1997 through December 31, 1999
          (audited);

     5.   Consolidated Statements of Cash Flows for the Fiscal Years Ended
          December 31, 1998 and December 31, 1999 (audited); and

     6.   Notes to the Consolidated Financial Statements.

              ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                       20
<PAGE>

                                     PART II

             ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Name, position with the Company, age of each Director or officer, and the period
during which each Director has served are as follows:

<TABLE>
<CAPTION>
                                                                                  Director
Name                        Age        Position                                    Since
----                        ---        --------                                   --------
<S>                         <C>        <C>                                      <C>

Charles S. Leavell           58        Chairman of the Board of Directors,          1993
                                       Chief Executive Officer and Chief
                                       Financial Officer

Sanford L. Schwartz          50        Director                                     1993

Robert M. Geller             47        Director                                     1994

Thomas G. Brown              55        Director                                     1999

J. Stanley Gilbert           62        President and Chief Operating                1999
                                       Officer, and a Director

Howard Hamburg               63        Vice President                                --

Sue Brophy                   44        Controller and Chief Accounting               --
                                       Officer

</TABLE>

     CHARLES S. LEAVELL was elected Chief Executive Officer effective June 20,
1996. From April 1993 to March 31, 1995, he was Chief Executive Officer, and
from April 1, 1995 to present he has served as Chairman of the Board of the
Company. From 1988 to present, Mr. Leavell has served as President and Chairman
of the Board of Leavell Management Group, Inc. and Ellora Corporation. In that
capacity, he has acquired, developed, and managed numerous ventures, including
the Bristol Renaissance Faire; the 4UR Guest Ranch in Creede, Colorado, a 3,000
acre luxury ranch; and South Meadow, an exclusive 96 unit single family
development in Boulder, Colorado. Prior to his affiliation with Leavell
Management Group and Ellora Corporation, Mr. Leavell worked with Columbia
Pictures in Los Angeles, California, where he was producer of the feature film,
"The Quick and the Dead," about Grand Prix automobile racing, and was the
executive producer of another film, "Evil Ways," about street gangs in East Los
Angeles. Mr. Leavell also produced a rock musical for the stage entitled
"Goosebumps." Mr. Leavell currently sits on the Board of Directors of CK
Properties, L.C., of El Paso, Texas, which is a real estate development and
management corporation with extensive holdings in apartments and office
buildings. Mr. Leavell's former affiliations include Board of Directors of the
Denver

                                       21
<PAGE>

International Film Festival, Denver, Colorado, and Vice-Chair of Colorado
Venture Capital Corporation, a regional investment firm.

     SANFORD L. SCHWARTZ has been a Director of the Company since April, 1993.
Mr. Schwartz has been a founder, senior executive or director of nine
publicly-traded companies over the past twenty years. From 1992 to present, Mr.
Schwartz has been the Chairman of Creative Business Strategies, Inc. a business
consulting firm.

     ROBERT M. GELLER has been a Director of the Company since April 1, 1994. He
served as Chief Financial Officer of Online System Services, Inc., a provider of
internet services, from March 1995 to October 1996. Mr. Geller has also served
as the President of The Growth Strategies Group, a consulting firm specializing
in executive/board services for emerging growth companies since August 1991.
From April, 1990 to July, 1991, he was Executive Vice-President for HealthWatch,
Inc., a publicly-traded medical equipment manufacturer.

     THOMAS G. BROWN was elected a director of the Company in October 19, 1999.
Mr. Brown has been President and Managing Director of Wyndham Capital
Corporation, an investment banking and research firm since he founded it in
1996. Mr. Brown was also a co-founder of Ablum, Brown & Company, an investment
banking firm specializing in leveraged buyout transactions. He served as its
Managing Director from January 1988 until December 1995. Prior to his tenure
with Ablum, Brown & Company, Mr. Brown served as principal of several investment
management and investment banking firms including seven years as a principal of
Deihl, Speyer & Brown, a regional investment banking firm. Mr. Brown is a
Chartered Financial Analyst. He also serves as a director of both Ashton
Technology Group, Inc. and Mobile P.E.T. Systems Inc.

     J. STANLEY GILBERT became President and Chief Operating Officer in January,
1997. In 1996 Mr. Gilbert was a Vice President of the Company and he managed the
Bristol Renaissance Faire from 1988 until 1996. Prior to that he worked in the
commercial banking field in senior management. Prior to that, he was senior vice
president of Cinema America, a film and video production company. Mr. Gilbert
was the president of Just in Jest, Inc., an art studio featuring Renaissance and
fantasy handmade sculptures, whose works have been displayed in galleries and
museums, including the Delaware Museum of Fine Art. Mr. Gilbert has served as a
board member of the Kenosha Area Convention and Business Bureau.

     HOWARD HAMBURG was Chief Operating Officer of the Company from April 1,
1994 to June 20, 1996, at which time he was elected a Vice President of the
Company. From 1989 to March 31, 1994, Mr. Hamburg served as Treasurer and
Planning Director of the Living History Centre, Inc., a California non-profit,
public benefit corporation and producer of the California Renaissance Pleasure
Faires. In addition to his work with LHC, Mr. Hamburg served, from 1990 to 1993,
as Vice-President of the Patent Protection Institute, Inc., an intellectual
property licensing and royalty recovery corporation.

     SUE BROPHY has been Controller and Chief Accounting Officer of the Company
since August, 1995. From 1994 until 1995, Ms. Brophy was employed by Clifton,
Gunderson & Co.,

                                       22
<PAGE>

a public accounting firm in accounting services. From 1990 to 1993, she was
self-employed. Ms. Brophy holds a Bachelor of Arts degree in Biology, a Master
of Science degree in Accounting, and has been a licensed CPA since 1995.

     Each Director is elected to serve for a term of one year and until the next
Annual Meeting of Shareholders or until a successor is duly elected and
qualified.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

On May 1, 1991, comprehensive new rules promulgated by the Securities and
Exchange Commission relating to the reporting of securities transactions by
directors and officers became effective. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company and
written representations that no other reports were required, during the fiscal
year ended December 31, 1999, all required reports were filed on a timely basis.


                         ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information for the Company's fiscal
periods ended December 31, 1999 and December 31, 1998, regarding compensation
earned by or awarded to the Company's chief executive officer and the other
executive officers whose total annual salary and bonus exceeded $100,000 (the
"Named Executive Officers").

                                     TABLE I

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                  Long Term Compensation
                                       Annual Compensation                    Awards              Payouts
                                                         Other       Restricted              LTIP
Name and                                                 Annual        Stock               Options/     All Other
Principal                         Salary     Bonus    Compensation    Award(s)             Payouts     Compensation
Position               Year        ($)       ($)          ($)           ($)        SARs      ($)           ($)
<S>                    <C>       <C>         <C>      <C>            <C>           <C>     <C>         <C>
Charles S. Leavell,
Chairman and CEO       1999      $160,000     -0-         -0-           -0-        -0-       -0-         -0-
                       1998       120,000     -0-         -0-           -0-        -0-       -0-         -0-

                                       23
<PAGE>

Howard Hamburg, VP     1999      $ 85,000     -0-         -0-           -0-        -0-       -0-         -0-
                       1998       115,978     -0-         -0-           -0-        -0-       -0-         -0-

J. Stanley Gilbert,
COO and President      1999      $120,000     -0-         -0-           -0-        -0-       -0-         -0-
                       1998        90,000     -0-         -0-           -0-        -0-       -0-         -0-

</TABLE>

(1)  All executive officers of the Company participate in the Company's group
     health insurance plan. However, no Named Executive Officer received
     perquisites and other personal benefits which, in the aggregate, exceeded
     the lesser of either $50,000 or 10% of the total of annual salary and bonus
     paid during the respective years.

OPTIONS GRANTED DURING FISCAL 1999

The following table shows option grants during fiscal 1999 to the Named
Executive Officers of the Company.

<TABLE>
<CAPTION>
                             Options Granted               Percent of Total           Exercise         Expiration
         Name                 in Fiscal 1999               Options Granted             Price              Date
         ----                 --------------               ---------------             -----              ----
<S>                          <C>                           <C>                       <C>               <C>
Charles S. Leavell                110,000                        40%                    .58               2004
Howard Hamburg                       0                            0                     N/A                N/A
J. Stanley Gilbert                100,000                        36%                    .53               2004

</TABLE>

AGGREGATED OPTION EXERCISES DURING FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES

The following table provides information related to the number and value of
options held by the Named Executive Officers as of December 31, 1999. The
Company does not have any outstanding stock appreciation rights.

                                       24
<PAGE>

<TABLE>
<CAPTION>

                                                                                  Number of        Value of Unexercised
                                                                                 Unexercised              In-the-
                                                                               Options/SARs at       Money Option/SARs
                                                            Value                FY-end (#)          at FY-End ($)(1)
                                Shares Acquired            Realized             Exercisable/           Exercisable/
Name                            on Exercise (#)              ($)                Unexercisable          Unexercisable
<S>                             <C>                       <C>                 <C>                 <C>
Charles S. Leavell                    -0-                    $-0-              56,000/110,000               0/0

Howard Hamburg                        -0-                    $-0-                  5,000/0                  0/0

J. Stanley Gilbert                    -0-                    $-0-              40,000/100,000               0/0

</TABLE>

(1)  The value of unexercised options is determined by calculating the
     difference between the fair market value of the securities underlying the
     options at fiscal period end and the exercise price of the options.

EMPLOYMENT AGREEMENTS

Effective December 11, 1998 the Company entered into an Employment Agreement
with Charles S. Leavell, CEO, and J. Stanley Gilbert, President and COO. The
agreements become effective at such time as a change of control (as defined by
the acquisition by any individual, entity or group of 30% of more of the then
outstanding shares of common stock of the Company or the combined voting power
of the then outstanding voting securities of the Company) takes place. These
agreements have a term of three years beginning with a change in control of the
Company.

DIRECTOR COMPENSATION

During the fiscal year ended December 31, 1999, Directors, other than Mr.
Geller, Mr. Schwartz, Mr. Gilbert and Mr. Leavell, received no cash compensation
for their services as such, however they were reimbursed for their expenses
associated with attendance at meetings or otherwise incurred in connection with
the discharge of their duties as Directors of the Company. During July 1997, the
Board of Directors authorized the granting of options to outside directors
representing the right to acquire up to 8,000 shares (retroactively adjusted for
the February 1998 one-for-five reverse stock split) for each year that a
director serves on the Board. These options are to be granted in lieu of cash
compensation. Directors who are also executive officers of the Company receive
no additional compensation for their services as Directors.

GELLER AGREEMENT

Effective April 1, 1994, the Company appointed Robert M. Geller to serve on the
Board of Directors' of the Company. As a Director, Mr. Geller receives
compensation as outlined in the above section entitled Director Compensation. In
addition, Mr. Geller provides consulting

                                       25
<PAGE>

services to the company. For these services, Mr. Geller received cash
compensation in the amount of $22,950 in 1998 and $35,000 in 1999.

SCHWARTZ COMPENSATION

During 1999, Mr. Schwartz provided consulting services to the Company. He
received $37,500 for these services.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Messrs. Geller, Schwartz and Leavell. Mr.
Leavell, who is Chief Executive Officer and a director of the Company,
participates in all discussions and decisions regarding salaries, benefits and
incentive compensation for all employees of the Company, except discussions and
decisions relating to his own salary, benefits and incentive compensation.

     ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock, as of March 22, 2000, by:
(i) each of the directors of the Company, (ii) all officers and directors of the
Company as a group, and (iii) holders of 5% or more of the Company's Common
Stock. Each person has sole voting and investment power with respect to the
shares shown, except as noted.

<TABLE>
<CAPTION>
Name and Address                                                              Percent of
of Beneficial Owner                                Number of Shares           Class (1)
-------------------                                ----------------           ---------
<S>                                                <C>                        <C>
Charles S. Leavell                                      865,333 (2)              40.3%
275 Century Circle, Suite 102
Louisville, Colorado 80027

Robert M. Geller                                        104,333 (3)               4.9%
275 Century Circle, Suite 102
Louisville, Colorado 80027

Sanford L. Schwartz                                      39,870 (4)               1.9%
275 Century Circle, Suite 102
Louisville, Colorado 80027

Thomas G. Brown                                            5,000(5)               0.2%
275 Century Circle, Suite 102
Louisville, Colorado 80027

                                       26
<PAGE>

J. Stanley Gilbert                                       215,287(6)              10.0%
275 Century Circle, Suite 102
Louisville, Colorado 80027


All Directors & Officers as a Group                   1,257,823 (7)              58.6%
(7 Persons)

</TABLE>

(1)  Shares not outstanding but deemed beneficially owned by virtue of the
     individual's right to acquire them as of March 22, 2000, or within 60 days
     of such date, are treated as outstanding when determining the percent of
     the class owned by such individual and when determining the percent owned
     by the group.

(2)  Includes 176,000 shares of Common Stock held of record by Leavell
     Management Group, Inc., a controlled corporation of Mr. Leavell who would
     be deemed to exercise the voting and investment power with respect to the
     securities held by LMG. 26,667 shares of Common Stock held of record by LMG
     are subject to an option granted in favor of Mr. Leavell. Includes
     non-qualified options to purchase 166,000 shares. Includes warrants to
     purchase 40,000 shares, 20,000 of which are held by Leavell Management
     Group, Inc. Includes conversion rights to 416,666 shares of Common Stock,
     83,333 of which are held by Leavell Management Group, Inc. Mr. Leavell
     disclaims beneficial ownership of the securities held by LMG for purposes
     of Section 16 under the Exchange Act.

(3)  Includes non-qualified options to purchase 82,333 shares of Common Stock
     and warrants to purchase 22,000 shares.

(4)  Includes 870 shares owned by Creative Business Strategies, Inc., a
     corporation of which Mr. Schwartz is an officer, director and shareholder.
     Includes non-qualified options to purchase 24,000 shares of Common Stock
     and warrants (owned by Creative Business Strategies) to purchase 15,000
     shares.

(5)  Includes 5,000 shares of Common Stock held of record by his spouse. Mr.
     Brown disclaims beneficial ownership of the securities for purposes of
     Section 16 under the Exchange Act.

(6)  Includes 5,200 shares of Common Stock held of record and an option to
     purchase 15,000 shares of Common Stock held by his spouse. Mr. Gilbert
     disclaims beneficial ownership of the securities for purposes of Section 16
     under the Exchange Act. Includes 25,487 shares of Common Stock held of
     record by Mr. Gilbert.

(7)  Includes 447,333 shares issuable upon exercise of stock options exercisable
     within 60 days of March 22, 2000, and 114,600 shares issuable upon exercise
     of warrants exercisable within 60 days of March 22, 2000.

                                       27
<PAGE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHORT-TERM NOTES-1998

During the first four months of fiscal 1998, the Company raised $498,000 of
short-term capital. These funds were provided by Charles S. Leavell ($100,000),
Chairman of the Board of Directors, two directors and two officers of the
Company (an aggregate of $198,000) and three other investors. The loans allowed
interest at 6% per quarter and were secured by substantially all of the
Company's assets other than its real estate. The investors also were granted a
five-year warrant to purchase one share of common stock for each $2.50 loaned to
the Company at an exercise price of $1.50 per share. These loans were repaid in
August of 1998.

SHORT-TERM NOTES-1999

During the first four months of fiscal 1999 the Company raised $500,000 of
short-term capital. These funds were provided by Charles S. Leavell ($100,000),
Chairman of the Board of Directors, two directors and two officers of the
Company (an aggregate of $225,000) and three other investors. The loans provide
for interest at 4.5% per quarter and are secured by existing monies and future
revenues from the Company's Faires. The investors also were granted a five-year
warrant to purchase one share of common stock for each $5.00 loaned to the
Company at an exercise price equal to the average closing bid price for the
Company's common stock for the five business days immediately preceding the
closing of each loan. These loans were retired during July 1999.

PROMISSORY NOTES-1999

In 1999, the Company authorized the issuance of up to $1,000,000 of 12%
subordinated promissory notes due August 31, 2001 in units, each unit consisting
of two promissory notes of equal principal, identical in nature except that one
note is convertible to common stock at a price of $0.30 per share. Interest is
due and payable quarterly. Subscribers to these units are expected to be
primarily related parties. During the first four months of fiscal 2000, the
Company raised capital in the amount of $350,000 under the above mentioned debt
structure. These funds were provided by Charles S. Leavell ($250,000), Chairman
of the Board of Directors and one other investor.

The Company believes that the foregoing transactions were on terms as favorable
to the Company as could have been obtained from non-affiliated parties.

                                     PART IV
         ITEM 13: EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

     EXHIBITS

<TABLE>
<CAPTION>
  Exhibit No            Title
<S>           <C>

                                       28
<PAGE>

    3.0(i)    Amended and Restated Articles of Incorporation, incorporated by
              reference from the Amendment No. 1 to Registrant's Registration
              Statement on Form 8-A filed with the Commission on April 12, 1994.

    3.0(ii)   By-Laws, incorporated by reference from the Amendment No. 1 to
              Registrant's Registration Statement on Form 8-A filed with the
              Commission on April 12, 1994.

*   3.1       Articles of Amendment to the Articles of Incorporation.

    4.1       Specimen Certificate of Common Stock, incorporated by reference
              from the Amendment No. 1 to Registrant's Registration Statement on
              Form 8-A filed with the Commission on April 12, 1994.

*   4.2       Renaissance Entertainment Corporation 1993 Stock Incentive Plan.(1)

*   10.1      Specimen Vendor and Exhibitor Agreement for the Bristol Renaissance Faire.

*   10.2      Specimen Vendor and Exhibitor Agreement for the Northern and
              Southern Renaissance Pleasure Faires.

*   10.3      Specimen Bristol Renaissance Faire Concession Agreement.

*   10.4      Specimen Bristol Renaissance Faire Games Concession Agreement.

    10.5      Lease Agreement between Creative Faires, Ltd. and Sterling Forest
              Corporation dated June 12, 1996 incorporated by reference from the
              Registrant's Annual Report on Form 10-KSB for the year ended March 31, 1996.

    10.6      Form of Loan and Security Agreement for 1998, including form of
              Stock-Term Notes and form of Warrant to purchase common stock,
              incorporated by reference from the Registrants Quarterly Report on
              Form 10-Q for the quarter ended March 31, 1998.

    10.7      Mortgage with Union Bank & Trust in the amount of $1,500,000 with
              respect to the Virginia property, incorporated by reference from
              the Registrant's Annual Report on Form 10-KSB for the year ended
              March 31, 1996.

    10.8      Consulting and Warrant Compensation Agreement dated October 15,
              1998 between the Company and Wall Street Financial incorporated by
              reference from Registrant's Annual Report on Form 10-KSB for the
              year ended December 31, 1998.

    10.9      Purchase Agreement dated November 12, 1997 between Faire Partners,
              LLC and Renaissance Entertainment Corporation, including Lease
              Agreement and Warrant to Purchase Common Stock as exhibits
              thereto, incorporated by reference from Registrant's Registration
              Statement on Form S-1 (No. 333-43503).

    10.10     Lease dated January 21, 1998 by and between Attache Publishing
              Services, Inc. and the Company, incorporated by reference from the
              Registrants Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1998.

    10.11     Employment Agreement dated December 11, 1998 with Charles S.
              Leavell, incorporated by reference from Registrant's Annual Report
              on Form 10-KSB for the year ended December 31, 1998.

    10.12     Employment Agreement dated December 11, 1998 with J. Stanley
              Gilbert, incorporated by reference from Registrant's Annual Report
              on Form 10-KSB for the year ended December 31, 1998.

**  10.13     Amendment dated December 17, 1999 to Lease with Faire Partners LLC.

**  10.14     Guaranty Agreement of Charles S. Leavell dated December 17, 1999.

                                       29
<PAGE>

**  10.15     Warrant Agreement dated December 17, 1999.

**  10.16     Amendment dated February 15, 2000 to Lease with San Bernardino
              County Regional Parks Division.

**  10.17     Amendment dated March 24, 2000 to Lease with Sterling Forest LLC.

**  10.18     Asset Purchase Agreement between Jim and Marta Selway and the
              Company dated April 6, 2000.

**  23.1      Independent Auditor's Consent.

**  27        Financial Data Schedule.

</TABLE>

*    Incorporated by reference from the Company's Registration Statement on Form
     SB-2, declared effective by the Commission on January 27, 1995, and the
     Post-Effective amendments thereto.

**   Filed herewith.

REPORTS ON FORM 8-K

The Registrant filed no Current Reports on Form 8-K during the final quarter of
the fiscal period ended December 31, 1999.

                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                     RENAISSANCE ENTERTAINMENT CORPORATION


Date:  April 14, 2000                /s/ Charles S. Leavell
                                     -------------------------------------
                                     Charles S. Leavell, Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                            Title                           Date
---------                            -----                           ----


/s/ Charles S. Leavell       Chairman of the Board,              April 14, 2000
------------------------     Chief Executive and Chief
Charles S. Leavell           Financial Officers


/s/ Sue Brophy               Chief Accounting Officer            April 14, 2000
------------------------
Sue Brophy


/s/ J. Stanley Gilbert       Director, President,                April 14, 2000
------------------------     and Chief Operating Officer
J. Stanley Gilbert


/s/ Sanford L. Schwartz      Director                            April 14, 2000
------------------------
Sanford L. Schwartz


/s/ Robert M. Geller         Director                            April 14, 2000
------------------------
Robert M. Geller


/s/ Thomas G. Brown          Director                            April 14, 2000
------------------------
Thomas G. Brown

                                       31

<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                              FINANCIAL STATEMENTS

                                      WITH

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                     DECEMBER 31, 1998 AND DECEMBER 31, 1999



                                      F-1
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                              FINANCIAL STATEMENTS

                                      with

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

<TABLE>
<CAPTION>
                                                              Page
<S>                                                          <C>
Report of Independent Certified Public Accountants             F-3

Audited Financial Statements:

         Balance Sheets                                        F-4

         Statements of Operations                              F-5

         Statement of Changes in Stockholders'
          equity (deficit)                                     F-6

         Statements of Cash Flows                              F-7

         Notes to Financial Statements                         F-8

</TABLE>

                                      F-2
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Renaissance Entertainment Corporation

We have audited the balance sheets of Renaissance Entertainment Corporation as
of December 31, 1998 and 1999 and the related statements of operations and
changes in stockholders' equity (deficit), and cash flows for the years ended
December 31, 1998 and 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Renaissance Entertainment
Corporation as of December 31, 1998 and 1999 and the results of operations,
changes in stockholders' equity (deficit) and cash flows for the years ended
December 31, 1998 and 1999 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, the Company
has suffered recurring losses from operations and has a net working capital
deficiency that raise substantial doubts about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, CO   80211

March 13, 2000


                                      F-3
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                             December 31,       December 31,
                                                                 1998              1999
<S>                                                          <C>                <C>
Current Assets:
    Cash and equivalents                                        379,336         $ 1,049,044
    Accounts receivable, net of allowance
      for doubtful accounts of $17,797                           18,509               4,951

    Inventory, at lower of cost or market                       136,179             201,493
    Prepaid expenses and other current assets                   237,021             259,646
                                                            -----------         -----------
  Total Current Assets                                          771,045           1,515,134

    Property and equipment, net of accumulated
      depreciation of $2,588,320 and $2,364,201
      at December 31, 1998 and 1999 respectively
      (Note 7)                                                6,610,466           4,294,163
    Goodwill, net of accumulated amortization
      of $307,771 and $358,447 at December 31,
      1998 and 1999 respectively (Note 5)                       519,474             468,798
    Covenant not to compete, net of accumulated
      amortization of $95,004 and $100,000 at
      December 31, 1998 and 1999 respectively
      (Note 5)                                                    4,996                --
    Other assets                                                900,828             830,725
                                                            -----------         -----------
Total Assets                                                $ 8,806,809         $ 7,108,820
                                                            ===========         ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
    Accounts payable and accrued expenses                   $   604,434         $ 1,720,610
    Notes payable, current portion (Note 3)                     153,327             854,277
    Unearned income                                             161,010             214,789
                                                            -----------         -----------
  Total Current Liabilities                                     918,771           2,789,676

    Lease obligation payable (Note 11)                        3,942,359           3,987,116
    Notes payable, net of current portion (Note 3)              477,853             311,873
    Other                                                        38,525              39,675
                                                            -----------         -----------
  Total Liabilities                                           5,377,508           7,128,340
                                                            -----------         -----------

    Commitments (Notes 2,3,4,8,10,11,12 and 13)                    --                  --

Stockholders' equity (deficit) (Notes 2,8,9 and 10):
    Preferred stock, $1.00 par value, 1,000,000
      shares authorized, none issued and
      outstanding                                                  --                  --
    Common stock, $.03 par value, 50,000,000
      shares authorized, 2,139,891 and 2,144,889
      issued and outstanding at December 31, 1998
      and 1999 respectively                                      64,196              64,346
    Additional paid-in capital                                9,428,477           9,430,827
    Accumulated deficit)                                     (6,063,372)         (9,514,693)
                                                            -----------         -----------
  Total Stockholders' equity (deficit)                        3,429,301             (19,520)
                                                            -----------         -----------

Total Liabilities and Stockholders' equity
 (deficit)                                                  $ 8,806,809         $ 7,108,820
                                                            ===========         ===========

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-4
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    Year Ended           Year Ended
                                                   December 31,         December 31,
                                                       1998                 1999
                                                   ------------         ------------
<S>                                                <C>                  <C>
REVENUE:
      Sales                                        $ 15,219,412         $ 14,467,437
      Faire operating costs                           4,678,664            5,057,676
                                                   ------------         ------------
  Gross Profit                                       10,540,748            9,409,761
                                                   ------------         ------------

OPERATING EXPENSES:
      Salaries and wages                              4,398,917            4,454,731
      Depreciation and amortization                     585,977              565,646
      Advertising                                     1,880,900            1,797,879
      Other operating expenses                        3,467,808            3,434,624
                                                   ------------         ------------
        Total Operating Expenses                     10,333,602           10,252,880
                                                   ------------         ------------
Net Operating Income (Loss)                             207,146             (843,119)
                                                   ------------         ------------
Other Income (Expenses):
      Interest income                                    78,537               66,369
      Interest (expense)                               (644,227)            (639,719)
      Other income (expense)                            155,464               86,482
      Write-down of Virginia site (Note 12)                --             (2,121,334)
                                                   ------------         ------------
        Total Other Income (Expenses)                  (410,226)          (2,608,202)
                                                   ------------         ------------
Net (Loss)                                         $   (203,080)        $ (3,451,321)
                                                   ============         ============
Net (Loss) per Common Share                        $       (.10)        $      (1.61)
                                                   ============         ============
Weighted Average Number of
 Shares Outstanding                                   2,095,785            2,144,224
                                                   ============         ============

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-5
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                FROM DECEMBER 31, 1997 THROUGH DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                     Common Stock               Additional
                                                ------------------------         Paid-in          Accumulated
                                                 Shares          Amount          Capital           (Deficit)             Total
                                                ---------        -------        ----------        -----------         -----------
<S>                                             <C>              <C>            <C>               <C>                 <C>
Balance December 31, 1997                       2,051,679        $61,550        $9,372,500        $(5,860,292)        $ 3,573,758

Issuance of stock for services                     19,996            600            35,325               --                35,925
Conversion of notes payable to stock               68,216          2,046            20,652               --                22,698
Net loss for the year ended
December 31, 1998                                    --             --                --             (203,080)           (203,080)
                                                ---------        -------        ----------        -----------         -----------
Balance December 31, 1998                       2,139,891         64,196         9,428,477         (6,063,372)          3,429,301

Issuance of stock for services                      4,998            150             2,350               --                 2,500
Net loss for the year ended
December 31, 1999                                    --             --                --           (3,451,321)         (3,451,321)
                                                ---------        -------        ----------        -----------         -----------
Balance December 31, 1999                       2,144,889        $64,346        $9,430,827        $(9,514,693)        $   (19,520)
                                                =========        =======        ==========        ===========         ===========

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-6
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                Year Ended          Year Ended
                                                                December 31,        December 31,
                                                                   1998                1999
                                                                 ---------         -----------
<S>                                                            <C>               <C>
Cash Flows from Operating Activities:
      Net Income (loss)                                          $(203,080)        $(3,451,321)
      Adjustments to reconcile net income to net
       cash provided by operating activities:
          Common stock issued for services                          35,325                --
          Depreciation and amortization                            585,977             565,646
          (Increase) decrease in:
            Accounts receivable                                      3,201              13,558
            Inventory                                                7,375             (65,314)
            Prepaid expenses and other                             188,448              43,172
          Increase (decrease) in:
            Accounts payable and accrued
             expenses                                             (578,355)          1,116,176
            Unearned revenue and other                              21,508              54,929
                                                                 ---------         -----------
      Net Cash Provided by (Used in) Operating
       Activities                                                   60,399          (1,723,154)
                                                                 ---------         -----------
      Cash Flows from Investing Activities:
         Reduction of restricted cash                              314,078                --
         Net acquisition (reduction) of property and
          equipment, goodwill and covenant not to compete         (238,891)          1,810,635
                                                                 ---------         -----------
      Net Cash Provided by Investing Activities                     75,187           1,810,635
                                                                 ---------         -----------

      Cash Flows from Financing Activities:
         Common stock issued and additional
          paid-in capital                                           23,298               2,500
         Proceeds from lease obligation
          payable                                                   32,663              44,757
         Proceeds from notes payable                                44,793           1,265,590
         Principal payments on notes payable                      (447,026)           (730,620)
                                                                 ---------         -----------
      Net Cash Provided by (Used in) Financing Activities         (346,272)            582,227
                                                                 ---------         -----------
      Net Increase (Decrease) in Cash                             (210,686)            669,708

      Cash, beginning of period                                    590,022             379,336
                                                                 ---------         -----------
      Cash, end of period                                        $ 379,336         $ 1,049,044
                                                                 =========         ===========
      Interest paid                                              $ 644,227         $   639,719
                                                                 =========         ===========
      Income tax paid                                            $    --           $      --
                                                                 =========         ===========

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-7
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of significant accounting policies of Renaissance
     Entertainment Corporation (Company) (REC) is presented to assist in
     understanding the Company's financial statements. The financial statements
     and notes are representations of the Company's management who is
     responsible for their integrity and objectivity. These accounting policies
     conform to generally accepted accounting principles and have been
     consistently applied in the preparation of the financial statements.

     (a)  GENERAL

     REC was incorporated under the laws of the State of Colorado on June 24,
     1988. On April 6, 1993, REC acquired one hundred percent of the common
     stock of Ellora Corporation, a Wisconsin corporation which owned and
     operated the Bristol Renaissance Faire located in Kenosha, Wisconsin.
     During the year ended March 31, 1994 REC formed a wholly-owned subsidiary
     called Heroes and Villains, Ltd. This entity was formed to provide
     entertainment services. During February, 1994 REC formed Renaissance
     Pleasure Faires, Inc. (RPFI) which acquired the assets and the business of
     two Renaissance Faires in California.

     The business combination with the California Faires was accounted for as a
     purchase by REC with the excess of cost over fair value of net assets
     acquired accounted for as goodwill. See Note 5 for additional information
     related to this business combination.

     Effective December 31, 1995 REC acquired 100% ownership of Creative Faires,
     Ltd. (CFL) in exchange for the issuance of restricted common shares of REC
     stock. The business combination with CFL was accounted for as a pooling of
     interests. The financial statements include the accounts of CFL.

     All references to the "Company" refer to REC and its subsidiaries. All
     intercompany transactions and account balances have been eliminated in the
     financial statements other than as noted above.

     All subsidiaries of the Company were merged into REC as of March 31, 1996
     with the exception of Creative Faires, Ltd. which was merged into REC
     during 1998.

     The Company uses a December 31 year end.

                                      F-8
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (b)  PER SHARE INFORMATION

     Per share information is determined using the weighted average number of
     shares outstanding during the periods after giving effect for the stock
     splits.

     (c)  PROPERTY AND EQUIPMENT

     Property and equipment is carried at cost, net of accumulated depreciation.
     Depreciation is computed using principally accelerated methods over the
     useful lives of the assets ranging from three to thirty years.

     (d)  REVENUE AND EXPENSE RECOGNITION AND COST OF SALES

     The Company recognizes revenues from the Renaissance Faires as earned
     during the period when the faires are in operation. These revenues consist
     principally of gate entrance fees, food and beverage concessions sales,
     lease revenue and fees charged to craft vendors. At various dates
     subsequent to the end of the operation of the prior years faires, and prior
     to the opening of the next years faires, the Company receives deposits from
     the craft vendors and others. These deposits are carried as unearned
     revenue until applied to fees charged and then earned on a pro-rata basis
     during the operation of the faire.

     Faire operating expenses as shown in the statement of operations includes
     all direct costs associated with the production of the Renaissance Faire,
     including cost of food, beverage and merchandise sold and other direct
     costs of the production. All other expenses related to operation of the
     faire are shown as operating expenses in the statement of operations.

     Advertising costs are expensed over the term of the faire to which the
     expense applies. Direct costs related to the setting up of the faires are
     capitalized as prepaid expenses and expensed during the period of the
     operation of the applicable faires.


                                      F-9
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (e)  STOCK SPLIT

     Effective February 23, 1998, the Company effected a one for five reverse
     stock split. The financial statements were retroactively adjusted for the
     split.

     (f)  CONCENTRATIONS OF CREDIT RISKS

     Financial instruments that potentially subject the company to
     concentrations of credit risk consist principally of temporary cash
     investments and cash equivalents and trade accounts receivables. At
     December 31, 1999, the Company had approximately $850,000 of its cash and
     cash equivalents in financial institutions in excess of amounts insured by
     agencies of the U.S. Government. Most of the trade receivables are from
     customers in one geographic location, principally California. The Company
     does not require collateral for its trade accounts receivables.

     (g)  CASH EQUIVALENTS

     The Company considers all short term investments in securities that mature
     in 90 days or less to be cash equivalents.

     (h)  INVENTORY

     The Company's inventory consists principally of merchandise held for sale.
     The Company carries its inventory at the lower of cost or market. Cost is
     determined on an average cost basis.

     (i)  ALLOWANCE FOR BAD DEBTS

     The Company provides an allowance for bad debts based on prior collection
     experience.

     (j)  USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenue and expenses
     during the reporting period. Actual results could differ from those
     estimates.


                                      F-10
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (k)  GEOGRAPHIC AREA OF OPERATIONS AND INTEREST RATES

     The Company owns and operates Renaissance Faires principally in five major
     metropolitan areas of the U.S.A. The potential for severe financial impact
     can result from negative effects of economic conditions within the markets
     or geographic areas. Since the Company's business is principally in five
     areas, this concentration of operations results in an associated risk and
     uncertainty.

(l)  BASIS OF PRESENTATION - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplates continuation
     of the Company as a going concern. However, the Company has sustained
     operating losses and has a net capital deficiency. Management is attempting
     to raise additional capital.

     In view of these matters, realization of certain of the assets in the
     accompanying balance sheet is dependent upon continued operations of the
     Company, which in turn is dependent upon the Company's ability to meet its
     financial requirements, raise additional capital, and the success of its
     future operations.

     Management is in the process of attempting to raise additional capital and
     reduce operating expenses. Management believes that its ability to raise
     additional capital and reduce operating expenses provide an opportunity for
     the Company to continue as a going concern.

(2)  COMMON AND PREFERRED STOCK

     The Articles of Incorporation of the Company authorize issuance of a
     maximum of 50,000,000 shares of $.03 par value common stock and 1,000,000
     shares of $1.00 par value preferred stock.

     During January, 1995 the Company sold in a public offering 1,035,000 units
     of its securities. Each unit consisted of one share of common stock and one
     Class A warrant and one Class B warrant. Each Class A warrant entitles the
     warrant holder thereof to purchase one share of common stock at a price of
     $4.00 per share through January 27, 2000. Each Class B warrant entitles the
     holder thereof to purchase one share of common stock at a price of $5.25
     per share through January 27, 2000. These warrants were changed based upon
     the forward two-for-one split effective October 17, 1996 and the reverse
     one-for-five stock split effective February 23, 1998, decreasing the number
     of warrants on a one-for-two and one-half basis and increasing the exercise
     price to $10.00 and $13.125


                                      F-11
<PAGE>

                                        RENAISSANCE ENTERTAINMENT CORPORATION

                                            NOTES TO FINANCIAL STATEMENTS
                                             December 31, 1999 and 1998

(2)  COMMON AND PREFERRED STOCK, CONTINUED

     per share respectively. These warrants were immediately exercisable. The
     warrants are redeemable by the Company at a price of $.05 per warrant upon
     30 days' notice mailed within ten days after the closing bid price of the
     Company's common stock has equaled or exceeded 150% of the then current
     respective warrant exercise price for a period of 20 consecutive trading
     days. The holders of the warrants called for redemption are granted
     exercise rights until the close of business on the date preceding the date
     fixed for redemption.

     The Company incurred $646,056 of costs related to this offering. These
     offering costs were offset against the proceeds of the offering.

     During 1999, in connection with financing activities, the Company issued
     warrants for 75,000 shares at $.81 exercise price and 100,000 shares at
     $.30 per share exercise price. These warrants expire in 2005 and 2003,
     respectively.

     In addition, options of 275,000 were granted at an exercise price of $.53
     per share.

(3)  NOTES PAYABLE

     Notes payable at December 31, 1999 are summarized as follows:

<TABLE>
<S>                                                                  <C>
     Note payable to bank at 8.95%, monthly principal and
     interest payment currently of $15,396, increasing over
     the term of the loan through May, 2000, collateralized
     by land and improvements.                                        $  426,066

     Note payable to Mortgage lender, collateralized by all
     assets and prior perfected to all debt except note
     payable bank. Interest only payments payable at 13%
     from February 1, 2000 through June 1, 2000. Principal
     and interest payments from July 1, 2000 through
     November 1, 2000 in an amount equal to a five year
     amortization of the outstanding balance as of June 1,
     2000. Balance due in full on December 31, 2000.                     681,741

     Notes payable to equipment manufacturers collateralized
     by certain equipment, payable in monthly installments
     of principal and interest; final payments due in 2003,
     interest ranging from 9.776% to 22%.                                 58,343
                                                                      ----------
     Total                                                             1,166,150
     Less current portion                                                854,277
                                                                      ----------
     Long-term portion                                                $  311,873
                                                                      ==========

</TABLE>

                            F-12
<PAGE>

            RENAISSANCE ENTERTAINMENT CORPORATION

                NOTES TO FINANCIAL STATEMENTS
                 December 31, 1999 and 1998

(3)  NOTES PAYABLE, CONTINUED

     Principal payments due on notes payable for each of the next five fiscal
     years ending December 31 and in the aggregate thereafter, are as follows:

<TABLE>
<S>                                                           <C>
                  2000                                        $   854,277
                  2001                                            158,507
                  2002                                            145,349
                  2003                                              7,495
                  Thereafter                                          522
                                                              -----------
                                                              $ 1,166,150
                                                              ===========
</TABLE>

(4)  LEASES

     The Company leases the New York Faire site with terms expiring through the
     year 2000. Annual lease payments on the New York Faire site are $323,075
     for 1999 and $338,905 for 2000.

     Effective January 21, 1998, the Company entered into an operating lease at
     275 Century Circle in Louisville, Colorado for office facilities. Initial
     monthly rental payments are $3,603 plus 27% of operating costs with annual
     increases tied to the CPI for a term of five years.

     Future minimum rentals under all operating leases with terms exceeding
     twelve months are as follows:

<TABLE>
<CAPTION>
                 Year Ending
                 December 31,
<S>                              <C>
                     2000         390,424
                     2001          43,236
                     2002          43,236
                                 --------
                    Total        $476,896
                                 ========
</TABLE>

     Rent expense for the year ended December 31, 1999 and for the year ended
     December 31, 1998 totalled approximately $976,069 and $974,233
     respectively. See Note 13 for subsequent event.

(5)  GOODWILL AND COVENANT NOT TO COMPETE

     The cost of the acquisition of the California Faire assets and business as
     described in Note 1 in excess of the fair value of assets acquired has been
     recorded as goodwill in the accompanying financial statements. Goodwill is
     being amortized on a straight-line basis over fifteen years. Management
     reviews the carrying value of goodwill on a periodic basis, at least
     annually, to determine if there is any impairment in value. If management
     determines that the


                                      F-13
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(5)  GOODWILL AND COVENANT NOT TO COMPETE, CONTINUED

     carrying value is not recoverable over the remaining amortization term, the
     excess balance, if any, will be expensed. During the period ended December
     31, 1996, the Company determined that the goodwill was impaired and wrote
     off $380,000 as a charge to other operating expenses. As of December 31,
     1999 the Company's net carrying value for goodwill was $468,798 after
     amortization.

     In addition, the Company allocated $100,000 for certain covenants not to
     compete for certain officers and employees of The Living History Centre
     related to the asset and business acquisition. These covenants not to
     compete are fully amortized at December 31, 1999.

(6)  INCOME TAXES

     As of December 31, 1999, there are no current or deferred income taxes
     payable. As of December 31, 1999, the Company has total deferred tax assets
     of approximately $1,360,000 due to operating loss carryforwards and the
     depreciation timing differences described above. However, because of the
     uncertainty of potential realization of these tax assets, the Company has
     provided a valuation allowance for the entire $1,360,000. Thus, no tax
     assets have been recorded in the financial statements as of December 31,
     1999.

     The Company has available at December 31, 1999, unused operating loss
     carryforwards of approximately $6,600,000 which may be applied against
     future taxable income, expiring in various years through 2019. The
     available net operating loss carryforwards may be reduced if there is a 50%
     or more change in ownership.

(7)  PROPERTY AND EQUIPMENT

<TABLE>
<S>                                                  <C>
     Land                                            $ 2,585,283
     Buildings and Improvements                        1,558,770
     Office Furniture and Equipment                      482,091
     Costumes, Props and Other Assets                  2,032,220
                                                     -----------
              Sub-total                                6,658,364
     Less Accumulated Depreciation                    (2,364,201)
                                                     -----------
              Total                                  $ 4,294,163
                                                     ===========

</TABLE>


                                      F-14
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(8)  WARRANTS AND OPTIONS

     At December 31, 1999, the Company had 1,116,133 warrants and options
     outstanding with expiration dates through 2005. The following is a summary
     of the options and warrants outstanding at December 31, 1999:

<TABLE>
<CAPTION>
        Number     Exercise Price        Expiration Date
        ------     --------------        ---------------
<S>                <C>                   <C>
        13,200        Market             January, 2000
       120,000        $  .62             October, 2000
        40,000        $ 1.25             October, 2000
         7,000        $1.125             June, 2001
        99,600        $ 1.51             March, 2003
       174,500        $  .31             November, 2003
       131,833        $  .81             June, 2003
       375,000        $  .53             March, 2004
        75,000        $  .81             December, 2005
        80,000        $  .81             June, 2005
     ---------
     1,116,133
     =========
</TABLE>

     During the year ended December 31, 1998, 286,833 options were granted of
     which 74,500 have exercise prices of $.31 expiring in November, 2003 and
     212,333 have exercise prices of $.81 expiring in June, 2003. During the
     year ended December 31, 1999, 275,000 options were granted which have
     exercise prices of $.53 expiring in March, 2004. The options granted during
     1999 were principally granted to employees and directors of the Company.
     The exercise prices at the dates of grants approximated market value of the
     common stock. Therefore, no compensation expense was recorded in the
     financial statements related to the options since the estimated fair value
     would not be material.

(9)  BUSINESS COMBINATION, CALIFORNIA FAIRES

     Effective April 1, 1994 the Company acquired the assets and certain
     liabilities of The Living History Centre, (LHC) a California,
     not-for-profit corporation. The Company issued 227,333 shares of its common
     stock and 175,000 shares of its preferred stock as consideration for the
     net assets acquired. The preferred stock was converted into common stock
     during January, 1995. In addition to acquiring certain assets and
     liabilities of LHC, the Company has acquired the rights to operate two
     California Renaissance Faires.

     See Note 1 of the financial statements for additional information related
     to the business combination. The transaction was accounted for as a
     purchase by REC.


                                      F-15
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(10) COMMITMENTS

     Effective December 16, 1994, the Company entered into an agreement with a
     consulting firm to provide to the Company certain promotional services for
     the Company's fairs. The Company has agreed to pay commissions to the
     consulting firm of 17.65% of the actual net billings by advertisers for
     media placed pursuant to plans approved by the Company. The Company has
     also granted an option to the consulting firm to allow the firm to acquire
     a minimum of 13,200 and a maximum of 26,400 shares of the Company's common
     stock at $8.13 per share with the increase depending on the results of the
     services performed by the consulting firm.

(11) SALE LEASE BACK TRANSACTION

     During November, 1997, the Company sold its real property in Wisconsin to a
     related party for $4,000,000 and signed a 20 year non-cancelable lease back
     on this property with monthly lease payments in the initial amount of
     $33,333 increasing to $45,278 over the term of the lease. The Company has
     an option to reacquire the property during the twenty year lease period at
     fixed amounts as specified in the lease. Since the Company continues to
     have an economic interest in the property due to the option, the Company
     treated the transaction as a financing arrangement. As of December 31,
     1999, the outstanding balance on the finance obligation was $3,987,116
     using an effective interest rate of approximately 11%. The purchaser was
     deemed to be a related party as a relative of the Chairman of the Board of
     the Company is a minority interest investor in the Company which purchased
     this property.

     On December 17, 1999, the Company entered into a lease amendment with Faire
     Partners, the landlord for the Wisconsin property. The amendment provided
     for a one-time restructuring of rental payments. During the time period
     between December 1, 1999 and May 31, 2000 the monthly base rent payable by
     the Company to the landlord was reduced from $36,667 per month to $21,667
     per month and during the period of time between June 1, 2000 through
     November 30, 2000, the monthly base rent payable was increased to $51,667
     per month. As an inducement to the landlord to execute this lease amendment
     the company agreed to terminate the existing warrant dated November 12,
     1997 and issue a new warrant. The original warrant provided for 153,333
     shares at $5.00 per share and expires November, 2003. The new warrant
     grants 100,000 shares at $.30 per share, the closing ask price on the date
     the lease amendment was signed. The new warrant is on the same terms and
     conditions as contained in the orginal warrant.


                                      F-16
<PAGE>

                      RENAISSANCE ENTERTAINMENT CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(12) WRITE-DOWN OF VIRGINIA SITE

     On October 27, 1999, the board of directors decided to discontinue
     operations at the Virginia site. Efforts are underway to list the property
     for sale. The 1999 financial statements include a loss of $2,121,334
     related to the write-down of the property due to closure of the site. The
     Company also accrued closing expenses of $122,667 which have been included
     with other operating expenses. The property is pledged as collateral on a
     first and second mortgage totaling $1,107,807.

(13) SUBSEQUENT EVENTS

     The Company's leases for three of its four Faire sites have or will expire
     in 2000 or prior. To date no leases have been obtained to extend operations
     beyond 2000. Management is pursuing leases in each location. An
     unsuccessful lease negotiation in 1999 for Northern California resulted in
     a loss of $70,000 of a $100,000 deposit made in 1998.

     The Company authorized the issuance of in maximum aggregate of $1,000,000,
     12% subordinated promissory notes due August 31, 2001 on units, each unit
     consisting of two promissory notes of equal principal, identical in nature
     except that one note is convertible to common stock at a price of $.30 per
     share. Interest is due and payable quarterly. Subscribers to these units
     are expected to be primarily related parties.



                                      F-17