<PAGE>
                                       
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                 FORM 10-QSB

/ X / Quarterly Report pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934.
  For the quarterly period ended               March 31, 1999                  
                                -------------------------------------------
                                         or
/   / Transition Report Pursuance to Section 13 or 15(d) of the Securities
                               Exchange act of 1934.
    For the transition period from __________________ to __________________

Commission File Number                       0-23782                           
                      ---------------------------------------------------------
                                       
                      RENAISSANCE ENTERTAINMENT CORPORATION              
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            (Exact name of registrant as specified in its charter)
                                        
              Colorado                           84-1094630                
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   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization           Identification No.)
                                          
275 Century Circle, Suite 102, Louisville, Colorado                 80027    
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     (Address of principal executive offices)                     (Zip Code)
                                       
                               (303) 664-0300                             
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              (Registrant's telephone number, including area code)             
                                          

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                                  (Former Address)

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                                                   / X / Yes    /   / No
 
 
                                       
                     APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 6, 1999, Registrant had 2,144,889 shares of common stock, $.03 Par 
Value, outstanding.

<PAGE>
                                       
                                     INDEX

<TABLE>
<CAPTION>
                                                                 Page
                                                                Number
                                                                ------
<S>                                                             <C>
PART I.   FINANCIAL INFORMATION

     Item I.   Financial Statements
                    
               Balance Sheets as of March 31, 1999 (Unaudited)
                    and December 31, 1998                          3

               Statements of Operations for the Three Months
                    Ended March 31, 1999 and 1998      
                    (Unaudited)                                    4

               Statements of Cash Flows for the Three Months
                    Ended March 31, 1999 and 1998
                    (Unaudited)                                    5

               Notes to Financial Statements                       6

     Item 2.   Management's Discussion and Analysis of 
               Financial Condition and Results of Operations       7

PART II.  OTHER INFORMATION                                       12
</TABLE>

                             ---------------------

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-QSB 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-QSB 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-QSB 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.
                            
                             ---------------------

                                       2
<PAGE>
                                       
                     RENAISSANCE ENTERTAINMENT CORPORATION
                                
                                BALANCE SHEETS
                                    ASSETS

<TABLE>
<CAPTION>
                                                            March 31,      December 31,
                                                              1999             1998   
                                                          ------------     ------------
                                                          (Unaudited)
<S>                                                       <C>              <C>
Current Assets:
     Cash and equivalents                                 $   322,468      $   379,336
     Accounts receivable (net)                                 24,603           18,509
     Inventory                                                136,179          136,179
     Prepaid expenses and other                               599,634          237,021
                                                          -----------      -----------
       Total Current Assets                                 1,082,884          771,045

     Property and equipment,
     net of accumulated depreciation                        6,593,153        6,610,466
     Covenant not to compete                                        0            4,996
     Goodwill                                                 506,805          519,474
     Other assets                                             961,962          900,828
                                                          -----------      -----------
TOTAL ASSETS                                              $ 9,144,804      $ 8,806,809
                                                          -----------      -----------
                                                          -----------      -----------

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses                $ 1,059,337      $   604,434
     Notes payable,
     current portion                                          936,052          153,327
     Unearned income                                          422,124          161,010
                                                          -----------      -----------
       Total Current Liabilities                            2,417,513          918,771

     Lease obligation payable                               3,949,634        3,942,359
     Notes payable, net of current portion                    608,111          477,853
     Other                                                     39,525           38,525
                                                          -----------      -----------
       Total Liabilities                                    7,014,783        5,377,508
                                                          -----------      -----------

Stockholders' Equity:
     Common stock, $.03 par value, 50,000,000
       shares authorized, 2,144,889 and 2,139,891 shares 
       issued and outstanding at March 31, 1999 and
       December 31, 1998, respectively                         64,346           64,196
     Additional paid-in capital                             9,430,827        9,428,477
     Accumulated earnings (deficit)                        (7,365,152)      (6,063,372)
                                                          -----------      -----------
       Total Stockholders' Equity                           2,130,021        3,429,301
                                                          -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 9,144,804      $ 8,806,809
                                                          -----------      -----------
                                                          -----------      -----------
</TABLE>

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

                                       3
<PAGE>

                   RENAISSANCE ENTERTAINMENT CORPORATION 

                          STATEMENTS OF OPERATIONS
                                (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31
                                                  -----------------------------------
                                                     1999                    1998
                                                  -----------             -----------
<S>                                               <C>                     <C>
 REVENUE:
           Sales                                  $     4,321             $    41,881
           Faire operating costs                        1,260                  (6,038)
                                                  -----------             -----------
                Gross Profit                            3,061                  47,919
                                                  -----------             -----------

 OPERATING EXPENSES:
           Salaries                                   568,220                 712,843
           Depreciation and amortization              129,718                 141,142
           Advertising                                      0                  13,804
           Other operating expenses                   479,110                 626,851
                                                  -----------             -----------
                Total Operating Expenses            1,177,048               1,494,640
                                                  -----------             -----------

 Net Operating (Loss) Income                       (1,173,987)             (1,446,721)
                                                  -----------             -----------

 Other Income (Expenses):
           Interest income                              8,820                  18,548
           Interest (expense)                        (145,068)               (144,991)
           Other income (expense)                       8,455                  78,881
                                                  -----------             -----------
                Total Other Income (Expenses)        (127,793)                (47,562)
                                                  -----------             -----------

 Net Income (Loss) before (Provision)
      Credit for Income Taxes                      (1,301,780)             (1,494,283)

 (Provision) Credit for Income Taxes                       --                      --
                                                  -----------             -----------

 Net Income (Loss) to Common Stockholders         $(1,301,780)            $(1,494,283)
                                                  -----------             -----------
                                                  -----------             -----------

 Net Income (Loss) per Common Share               $      (.62)            $      (.72)
                                                  -----------             -----------
                                                  -----------             -----------

 Weighted Average Number of Common Shares
 Outstanding                                        2,140,644               2,067,525
                                                  -----------             -----------
                                                  -----------             -----------
</TABLE>

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

                                      4
<PAGE>

                    RENAISSANCE ENTERTAINMENT CORPORATION
                                
                    STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                                            Three Months ended
                                                                                March 31,
                                                                  ------------------------------------
                                                                      1999                     1998       
                                                                  -----------              -----------
<S>                                                               <C>                      <C>
 Cash Flows from Operating Activities:
  Net income (Loss)                                               $(1,301,780)             $(1,494,283)
                                                                  -----------              -----------
  Adjustments to reconcile net income (Loss)
  to net cash provided by operating
  activities:
 Depreciation and amortization                                        129,718                  141,142
        Gain (loss) on disposal of assets                                 659                   (1,230)
        (Increase) decrease in:
          Accounts Receivable                                          (6,094)                   2,352
          Inventory                                                         0                     (783)
          Prepaid expenses and other                                 (423,831)                (198,112)
        Increase (decrease) in:
          Accounts payable and accrued expenses                       454,906                  422,211
          Unearned revenue and other                                  262,114                  316,018
                                                                  -----------              -----------
            Total adjustments                                         417,472                  681,598 
                                                                  -----------              -----------
 Net Cash Provided by Operating
  Activities                                                         (884,308)                (812,685)
                                                                  -----------              -----------


 Cash Flows from Investing Activities:
  Investment in restricted cash                                             0                   (4,726)
  Acquisition of property and equipment                               (95,315)                 (11,644)
                                                                  -----------              -----------
 Net Cash (Used in) Investing Activities                              (95,315)                 (16,370)
                                                                  -----------              -----------

 Cash Flows from Financing Activities:
  Common stock issued and additional
   paid-in capital                                                      2,500                   46,825 
  Proceeds from notes payable                                         951,746                  451,699 
  Principal payments on notes payable                                 (31,491)                 (22,390)
                                                                  -----------              -----------
 Net Cash Provided by Financing Activities                            922,755                  476,134 
                                                                  -----------              -----------

 Net Increase (Decrease) in Cash                                      (56,868)                (352,921)
 Cash, beginning of period                                            379,336                  590,024 
                                                                  -----------              -----------
 Cash, end of period                                              $   322,468              $   237,103 
                                                                  -----------              -----------
                                                                  -----------              -----------
 Interest paid                                                    $   145,068              $   144,991 
                                                                  -----------              -----------
                                                                  -----------              -----------
</TABLE>

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

                                       5
<PAGE>

                  RENAISSANCE ENTERTAINMENT CORPORATION
                                     

                      NOTES TO FINANCIAL STATEMENTS
                        March 31, 1999 (Unaudited)

1.   UNAUDITED STATEMENTS

     The balance sheet as of March 31, 1999, the statements of operations and 
     the statements of cash flows for the three month periods ended March 31, 
     1999 and 1998, have been prepared by the Company without audit.  In the 
     opinion of management, all adjustments (which include only normal 
     recurring adjustments) necessary to present fairly the financial position, 
     results of operations and changes in financial position at March 31, 1999
     and for all periods presented, have been made.

     These statements should be read in conjunction with the Company's Annual 
     Report on Form 10-KSB for the year ended December 31, 1998, filed with the 
     Securities and Exchange Commission. 

2.   CALCULATION OF EARNINGS (LOSS) PER SHARE

     The earnings (loss) per share is calculated by dividing the net income 
     (loss) to common stockholders by the weighted average number of common 
     shares outstanding.

3.   SHORT-TERM NOTES; SUBSEQUENT EVENT

     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 allow 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 mature August 31, 1999.

     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 will be funded at such time as the 
     Company has completed the lease for the Northern California Faire site.  
     This loan is secured by a Second Deed of Trust on the Virginia property. 
     Further, until a lease for the Northern California Faire site is obtained 
     or repayment of $250,000 of the amount originally disbursed under the note,
     the loan is also secured by the Company's existing cash and future income. 
     This loan allows interest at 13% per annum.  Payments are interest only 
     4/1/99 through 6/1/99; principal and interest on a 5-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 5-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.   Additionally, if the lease of the Northern
     California Faire site is not completed on or before 8/1/99, $250,000 
     becomes due and payable.  The investor also was granted an option to 
     purchase one share of the Company's common stock for each $10.00 loaned to 
     the 

                                       6
<PAGE>

     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.
                                     
                     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 
Financial Statements, including the footnotes for the fiscal period ended 
December 31, 1998.  On June 21, 1996, the Company changed its fiscal year end 
from March 31 to December 31.

The Company operates five Renaissance Faires in the United States. The 
Company's newest Faire opened on May 4, 1996 in Fredericksburg, Virginia, a 
project which was designed and constructed by the Company. On February 5, 
1996, the Company acquired  Creative Faires, Ltd., the owner and operator of 
the New York Renaissance Faire.  The Renaissance Faire is a re-creation of a 
Renaissance village, a fantasy experience transporting the visitor back into 
sixteenth century England.

Although the Company was profitable in its fiscal year ended March 31, 1995, 
it incurred a net loss of ($1,273,671) in the fiscal year ended March 31, 
1996, a net loss of ($1,851,725) for the nine months ended December 31, 1996, 
a net loss of ($2,567,097) for the fiscal year ended December 31, 1997, a net 
loss of ($203,080) for the fiscal year ended December 31, 1998 and a net loss 
of ($1,301,780) for the three months ended March 31, 1999.  The Virginia 
Faire has operated at a decreasing loss since opening in 1996.  It is typical 
for a new faire such as the Virginia Faire to operate at a loss for two or 
more years until it is able to build a significant customer base and 
awareness of the faire.  Although the New York Faire operated at a loss in 
1996 and 1997 it was profitable in 1998.  In 1997 the Company hired a new 
manager for this Faire, introduced several new entertainment acts and 
implemented additional promotional efforts.  These changes were key in 
returning this faire to a profitable status.

While the Company has a contingent lease for a new site for the Northern 
California Faire, it is doubtful that it will be able to complete all 
arrangements for this site for the 1999 season.  Should the Company be unable 
to operate a Northern Renaissance Faire at the proposed new site or at a 
temporary site in 1999, it could have a material adverse effect on the 
Company's business, results of operations and financial condition.  The 
Company is also negotiating with the owner of the Southern California Faire 
site for a long-term lease for this site.  The ability to enter into a 
long-term lease for this site would increase its value to the Company, as the 
Company could construct structures on the site and significantly reduce setup 
costs for the Faire.

The Company had a working capital deficit of ($1,334,629) as of March 31, 
1999.  During the first four months of fiscal 1999, the Company obtained 
$500,000 of additional capital through short-term loans and $500,000 (which 
could be increased to $750,000 upon the completion of the lease for the 
Northern California Faire) by obtaining a second mortgage on the Virginia 
property.  While the Company believes that it has adequate capital to fund 
anticipated operations for the balance of 1999, it believes it must obtain 
additional capital for future fiscal periods.  See "LIQUIDITY AND CAPITAL 
RESOURCES."

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999, COMPARED TO THREE 
MONTHS ENDED MARCH 31, 1998

                                       7
<PAGE>

The results of operations of the Company for the quarter ended March 31 
always reflect a significant loss, due to the fact that there are no 
substantial revenues during this period, while some expenses at each of the 
Company's five faire locations continue throughout the year, as do corporate 
expenses.

Operating expenses decreased $317,592 or 21%, from $1,494,640 in 1998 to 
$1,177,048 in 1999.   The primary cause of this decrease was a decrease of 
$144,623 (20%) in salary and wage expense due to reductions in personnel, and 
a decrease of $147,741 (24%) in other operating expenses which is primarily 
the result of management's efforts to reduce overall operating expenses.

As a result of the foregoing, net operating loss (before interest charges and 
other income) decreased $272,734 (19%) from a loss of ($1,446,721) for the 
1998 period to a loss of ($1,173,987) for the 1999 period.

Interest income decreased $9,728 (52%) from $18,548 in 1998 to $8,820 in 
1999.  This decrease is a result of the maturation of three certificates of 
deposits in 1998 that were used to curtail the mortgage on the Virginia 
property.

Other income decreased $70,426 (89%) from $78,881 in 1998 to $8,455 in 1999.  
The primary source of the other income in 1998 was $45,000 received for an 
easement on a faire site and a $19,000 lease termination fee paid by the 
landlord to obtain an early termination of the lease for the Company's 
Boulder, Colorado offices. 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.

Net (loss) to common stockholders decreased $192,503 (13%), from a loss of 
($1,494,283) for the 1998 period, to a loss of ($1,301,780) for the 1999 
period.  Finally, net (loss) per common share decreased from a loss of ($.72) 
for the 1998 period to a loss of ($.62) for the 1999 period, based on 
2,067,525 weighted average shares outstanding during the 1998 period, and 
2,140,644 weighted average shares outstanding during the 1999 period.  

LIQUIDITY AND CAPITAL RESOURCES 

The Company's working capital deficit widened during the quarter ended March 
31, 1999, from ($147,726) at December 31, 1998 to ($1,334,629) at March 31, 
1999. The Company's working capital requirements are greatest during the 
period from January 1 through May 1, when it is incurring start-up expenses 
for its first Faires of the Faire season, the Southern California and 
Virginia Faires.  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 
mature August 31, 1999.

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 will be funded at such time as the Company has 
completed the lease for the Northern California Faire 

                                      8
<PAGE>

site.  This loan is secured by a Second Deed of Trust on the Virginia 
property.  Further, until a lease for the Northern California Faire site is 
obtained or repayment of $250,000 of the amount originally disbursed under 
the note, the loan is also secured by the Company's existing cash and future 
income.  This loan provides for interest at 13% per annum.  Payments are 
interest only 4/1/99 through 6/1/99; principal and interest on a 5-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 5-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.   Additionally, if the lease of the 
Northern California Faire site is not completed on or before 8/1/99, $250,000 
becomes due and payable.  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 1999, it believes it must obtain additional working 
capital for future periods.

Reviewing the change in financial position over the quarter, current assets, 
largely comprised of cash and prepaid expenses, increased from $771,045 at 
December 31, 1998 to $1,082,884 at March 31, 1999, an increase of $311,839 or 
40%.  Of these amounts, cash and cash equivalents decreased from $379,336 at 
December 31, 1998 to $322,468 at March 31, 1999.  Accounts receivable 
increased from $18,509 at December 31, 1998 to $24,603 at March 31, 1999.  
Prepaid expenses (expenses incurred on behalf of the faires) increased from 
$237,021 at December 31, 1998 to $599,634 at March 31, 1999.  These costs are 
expensed once the Faires are operating.  

Current liabilities increased from $918,771 at December 31, 1998, to 
$2,417,513 at March 31, 1999, an increase of $1,498,742 or 163%.  This 
increase is due to an increase during the quarter in accounts payable and 
accrued expenses of $454,903 as a result of the Company's decision to defer 
payments of trade payables.  Unearned income, which consists 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 
$422,124 at March 31, 1999.  The Company increased indebtedness during the 
quarter in the amount of $1,000,000 of which approximately $825,000 is 
short-term financing.  This debt was incurred to cover the Company's 
operating expenses prior to the opening of the 1999 faire season.   

Stockholders' Equity decreased from $3,429,301 at December 31, 1998 to 
$2,130,021 at March 31, 1999, a decrease of $1,299,280 or 38%. This decrease 
is due primarily to the net loss incurred during the first quarter.

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

The Company has no significant commitment for capital expenses during the 
fiscal year ending December 31, 1999. 

INFORMATION SYSTEMS AND THE YEAR 2000 ISSUE

The Company has completed an analysis of the effect of Year 2000 issues on 
its operations.  As a result of this analysis it is believed that these 
effects should not have a material effect on the Company.  The Company has 
determined that critical computer hardware, including personal 

                                       9
<PAGE>

computers and network server equipment are compliant.  Software used by the 
Company in its accounting and payroll function has been warranted by the 
manufacturers to be compliant.

The Company does not rely heavily on any specific vendor or group of vendors 
and therefore believes that exposure in this area is minimal. Even so, there 
can be no assurance that the systems of other companies that interact with 
the Company will be sufficiently Year 2000 compliant so as to avoid an 
adverse impact on the Company's operations, financial condition and results 
of operation.  In addition the Company may be adversely affected by potential 
interruptions of utility, communications or transportation systems as a 
result of Year 2000 issues.

The Company does not open its first Renaissance Faire until approximately May 
of each year.  Although there is an approximate two month pre-faire gear-up 
period, it is believed that any difficulties encountered as a result of Year 
2000 could be resolved before impacting the Company's operations.

The Company does not presently anticipate that the costs to address the Year 
2000 issue will have a material adverse effect on the Company's financial 
condition, results of operations or liquidity.
                                       
               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 substantial operating losses 
since fiscal 1995.  In addition, although significantly lower than previous 
years, the Company incurred a loss in fiscal 1998. There is no assurance that 
the Company will return to profitability in any subsequent period.  The New 
York and Virginia Faires each operated at a loss during 1996 and 1997.  In 
fiscal 1998, the Virginia Faire operated at a significantly lower loss, 23% 
less as compared to the prior year.  The New York Faire operated at a profit 
in 1998. If the performance of the Virginia Faire does not continue to 
improve, the Company's ability to achieve and sustain profitability in 
subsequent periods will be adversely affected.

     NEED FOR ADDITIONAL CAPITAL. The Company had a working capital deficit 
of ($1,334,629) as of March 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 1999, it will 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.  Historically, the 
Company has operated its Northern California Faire during the fall of each 
year at a site in Novato, California.  While the Company had a lease for this 
site in 1998, it was known that the owners of the property were seeking to 
develop the land.  Subsequent to the conclusion of the 1998 season, the 
Company moved its Northern California operations from this location.  The 
Company has obtained a lease, subject to certain contingencies, for a new 
site for this Faire.  The lease is contingent upon the Company obtaining the 
necessary permits to operate the Faire and the lessor closing on the purchase 
of the property.  It is doubtful that the contingencies will be satisfied and 
that the Company will be successful in completing this lease in time for the 
1999 faire season.  Should the Company be 

                                       10
<PAGE>

unable to operate a Northern Renaissance Faire at the proposed new site or at 
a temporary site in 1999, it could have a material adverse effect on the 
Company's business, results of operations and financial condition.  The 
Company estimates that it could be required to spend from $500,000 to 
$750,000 for construction of structures prior to the opening of the Faire at 
a new site.  Should the chosen site require development of an infrastructure, 
water, electricity, etc., the cost to the Company could increase 
substantially.

     POSSIBLE RELOCATION OF SOUTHERN CALIFORNIA FAIRE.  Since April 1994, the 
Company has operated its Southern California Faire in Devore, California.  
The Company has secured a lease for this site in 1999. The Company is 
currently negotiating with the owners of the Devore property regarding both 
short and 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 significantly greater 
resources than the Company, and in many cases, greater expertise and industry 
contacts.  The Company estimates that there are approximately 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 

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<PAGE>

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, other 
than the Northern and Southern California 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. The Northern and 
Southern California Faires are closed if it is raining.  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.

     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 which 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 a lease, subject to certain 
conditions, for the Northern California Faire site.  The Southern California 
Faire, Bristol Renaissance Faire, and the New York Faire are all operated on 
leased sites.  It is expected that future Faires that may be developed by the 
Company, if any, will also be presented on leased 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.

                                       
                          PART II. OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

          None.

Item 2.   CHANGES IN SECURITIES

          See Note 3 of the Notes to the Financial Statements and
          Management's Discussion and Analysis of Financial Condition
          and Results of Operations for information regarding 

                                       12
<PAGE>

          issuance of short-term notes and a second mortgage on the Virginia
          property which include the granting of warrants representing the 
          right to acquire 150,000 shares of the Company's common stock. These 
          securities were issued without registration under the Securities Act 
          of 1933 in reliance upon Section 4(2) of the Act.  No underwriters 
          were involved in the issuance of these securities.

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          
          None.

Item 5.   OTHER INFORMATION

          None.
          
Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          The Company was not required to file a report on Form 8-K during the 
          quarter ended March 31, 1999.

          
          Exhibit 27.  Financial Data Schedule

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<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                              RENAISSANCE ENTERTAINMENT CORPORATION



Dated:     May 10, 1999       
                              ------------------------------------------------
                              Charles S. Leavell, Chief Executive and
                                Chief Financial Officer


                              ------------------------------------------------
                              Sue E. Brophy, Chief Accounting Officer


















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