C O N T E N T S


Independent Auditors' Report                           F-1

Balance Sheet                                          F-2

Statements of Operations                               F-3

Statements of Stockholders' Equity (Deficit)           F-4

Statements of Cash Flows                               F-5

Notes to the Financial Statements                      F-6



                                       F-1
                          INDEPENDENT AUDITORS' REPORT

To the Board  of Directors and Stockholders
GTSR Hopeful Corporation
Phoenix, Arizona

We have audited the accompanying balance sheet of GTSR Hopeful Corporation as of
December  31,  2001,  and the  related  statements  of  operations,  changes  in
stockholders'  equity  (deficit),  and cash  flows  for each of the years in the
two-year  period ended December 31, 2001, and for the period from April 29, 1996
(inception)  to  December  31,  2001.   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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 GTSR Hopeful Corporation. as of
December 31, 2001, and the results of its operations and its cash flows for each
of the years in the two-year  period ended December 31, 2001, and for the period
from April 29, 1996  (inception)  to  December  31,  2001,  in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  Its ability to continue as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital,  and/or  achieve  profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of these uncertainties.




Braverman & Company, P.C.
Prescott, Arizona
March 25, 2002




                            GTSR HOPEFUL CORPORATION
                         ( a Development Stage Company)
                                  BALANCE SHEET
                                    December
                                    31, 2001

<table>
<caption>

                                     ASSETS
                                 --------------

<S>                                                                        <C>
TOTAL ASSETS                                                        $          -
                                                                   =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILIITES-Accounts payable                                $        950
                                                                   -------------

TOTAL CURRENT LIABILITIES                                                    950
                                                                   -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

     Common stock, par value $.001, 25,000,000 shares
        authorized,400,000 issued and outstanding                            400
     Paid-in capital                                                       1,600
     Contributed capital                                                  21,862
    (Deficit) accumulated during the development stage                   (24,812)
                                                                   -------------
Total Stockholders' Equity (Deficit)                                        (950)
                                                                   -------------
                                                                    $          -
                                                                   =============
</table>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-2

                            GTSR HOPEFUL CORPORATION
                         ( a Development Stage Company)
                            STATEMENTS OF OPERATIONS

<table>
<caption>

                                                                         Cummulative
                                                                             from
                                                                           April 29,
                                                                             1996
                                                                         (Inception)
                                                        For the Years     Ended to
                                                         December 31,    December 31,
                                                        2001       2000       2001
                                                    ---------- ---------- ----------
<S>                                                     <C>        <C>        <C>
REVENUE                                              $       -  $       -  $       -
                                                    ---------- ---------- ----------

EXPENSES:
General and administrative                               6,785      6,985     24,812
                                                    ---------- ---------- ----------
Total Expenses                                           6,785      6,985     24,812
                                                    ---------- ---------- ----------
NET (LOSS)                                           $  (6,785) $  (6,985) $ (24,812)
                                                    ========== ========== ==========
NET (LOSS) PER COMMON SHARE-Basic                    $   (0.02) $   (0.02)
                                                    ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                              400,000    400,000
                                                    ========== ==========
</table>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3





                            GTSR HOPEFUL CORPORATION
                         ( a Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE PERIOD FROM APRIL 29, 1996 (INCEPTION)
                               TO DECEMBER 31,2000
<table>
<caption>


                                                                                     (Deficit)
                                                                                    Accumulated
                                                                                     During the
                                            Common Stock        Paid-in  Contributed Development
                                           Shares     Amount    Capital    Capital     Stage         Total
                                         ---------- ---------- ---------- ---------- ---------- ----------
<S>                                          <C>         <C>        <C>        <C>        <C>        <C>
Balances, April 29, 1996                          -  $       -  $       -  $       -  $       -  $       -
  Issuance of stock to insiders
  for services on June 1, 1996
  at $1 per share                             2,000      2,000                                       2,000
Contributed capital                                                            1,759                 1,759
Net (loss)                                                                               (3,759)    (3,759)
                                         ---------- ---------- ---------- ---------- ---------- ----------

Balances, December 31, 1996                   2,000      2,000          -      1,759     (3,759)         -
  Contributed capital                                                          2,613                 2,613
  Net (loss)                                                                             (2,729)    (2,729)
                                         ---------- ---------- ---------- ---------- ---------- ----------

Balances, December 31, 1997                   2,000      2,000          -      4,372     (6,488)      (116)
  Contributed capital                                                          2,160                 2,160
  Net (loss)                                                                             (2,276)    (2,276)
                                         ---------- ---------- ---------- ---------- ---------- ----------

Balances, December 31, 1998                   2,000      2,000          -      6,532     (8,764)      (232)
  Stock split, 500:1 May 5, 1999            998,000     (1,000)     1,000                                -
  Contributed capital                                                          2,160                 2,160
  Net (loss)                                                                             (2,278)    (2,278)
                                         ---------- ---------- ---------- ---------- ---------- ----------

Balances, December 31, 1999               1,000,000      1,000      1,000      8,692    (11,042)      (350)
  Contributed capital                                                          7,335                 7,335
  Net (loss)                                                                             (6,985)    (6,985)
                                         ---------- ---------- ---------- ---------- ---------- ----------

Balances, December 31, 2000               1,000,000      1,000      1,000     16,027    (18,027)         -
  Contributed capital                                                          5,835                 5,835
  Net (loss)                                                                             (6,785)    (6,785)
  Reverse stock split,
  March 20, 2002, 2.5:1                    (600,000)      (600)       600                                -
                                         ---------- ---------- ---------- ---------- ---------- ----------
Balances, December 31, 2001                 400,000  $     400  $   1,600  $  21,862  $ (24,812) $    (950)
                                         ========== ========== ========== ========== ========== ==========
</table>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                       F-4



                           GTSR HOPEFUL CORPORATION
                         ( a Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<table>
<caption>

                                                                         Cummulative
                                                                             from
                                                                          April 29,
                                                                             1996
                                                                         (Inception)
                                                     For the Years Ended      to
                                                        December 31,     December 31,
                                                       2001        2000      2001
                                                    ---------- ---------- ----------
<S>                                                      <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) from operations                        $  (6,785) $  (6,985) $ (24,812)
   Adjustments to reconcile net (loss) to net
      cash used by operating activities:
         Common stock issued for services                                      2,000
         Capital contributed for services                5,835      7,335     21,862
         Changes in:
             Accounts payable                              950       (350)       950
                                                    ---------- ---------- ----------

        Net Cash From Operating Activities           $       -  $       -  $       -
                                                    ---------- ---------- ----------

NET INCREASE IN CASH                                         -          -          -

CASH, beginning of period                                    -          -          -
                                                    ---------- ---------- ----------
CASH, end of period                                  $       -  $       -  $       -
                                                    ========== ========== ==========
</table>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-5



                            GTSR HOPEFUL CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

GTSR Hopeful Corporation (the Company) is in the development stage as defined in
Financial   Accounting   Standards  Board  Statement  No.  7.  It  is  a  Nevada
corporation, formed April 29, 1996. Since inception it has had no operations and
is in the process of merger on March 22,  2002.  Its  year-end  is December  31.
Pursuant  to the  filing  of a Form  10-SB  with  the  Securities  and  Exchange
Commission, it became a reporting company in January 2001.

Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal  course of  business.  The  Company's  ability to
continue in existence is dependent on its ability to develop  additional sources
of capital,  locate and merge with a  profitable  merger  candidate,  or achieve
profitable  operations  as a result  of a  merger.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income taxes are recorded to reflect the tax  consequences  in future periods of
temporary  differences between the tax basis of assets and liabilities and their
financial amounts at year-end.

Year 2000

For income tax purposes,  substantially all deductible expenses incurred to date
must be  deferred  until the  Company  commences  business  and then they may be
amortized against  operations over a 60-month period or permanently  capitalized
as start-up costs. Since the Company is not in business as of December 31, 2000,
accumulated deductible expenses incurred since inception of $5,275,  resulted in
a $1,055  deferred tax asset. A valuation  allowance of $1,055 has been provided
since there is no assurance of future taxable income. Year 2001

For 2001,  the Company  incurred  additional  deferred  start-up costs of $4,625
resulting  in a deferred  tax  benefit of $925 or $1,980 in total.  A  valuation
allowance  of $1,980 as of December  31,  2001,  is  recorded  since there is no
assurance of future taxable income. Tax deductible losses, when provided, can be
carried forward for 20 years until utilized.

Earnings (loss) Per Common Share

Loss per common share has been calculated based upon the weighted average number
of common shares  outstanding during the period in accordance with the Statement
of Financial  Accounting  Standards  Statement  No. 128,  "Earnings  per Share".
Retroactive  effect has been given in the accompanying  financial  statements to
the 2 1/2 for 1 reverse stock split on March 20, 2002

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,  the disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates and assumptions.

NOTE 2 - RELATED PARTY TRANSACTIONS

Contributed Captial

Capital contributed by officers and shareholders from inception through December
31, 1999,  have been  expensed in the  accompanying  statements  of  operations.
Capital contributions consist of the following:

<table>
<caption>
                                               2001       2000        From Inception
<S>                                           <C>         <C>                  <C>
Costs:
  Corporate fees                           $    250    $   100               $   800
  Professional fees                           3,425      4,725                 8,150
                                          ---------   --------           -----------
Total costs paid                              3,675      4,825                 8,950
                                          ---------   --------           -----------
Value of services:
 Annual transfer fees                                                            492
  Office, rent and utilities                  1,200      1,200                 6,900
  Management                                    960        960                 5,520
                                          ---------   --------           -----------
Total value of services                       2,160      2,160                12,912
                                          ---------   --------           -----------
Total Contributed Capital                    $5,835    $ 6,985              $ 21,862
                                          ---------   --------           -----------
</table>

A   stock    transfer    company    controlled   by   two   of   the   Company's
officers/shareholders provided the value of services above.


NOTE 3 - COMMON STOCK

In May 1999 the Company  increased  its  authorized  shares of common stock from
25,000 to 25,000,000  at a par value of $.001 per share.  It also approved a 500
for 1 forward  stock split.  In March 2002,  the Company  approved a 2 1/2 for 1
reverse stock split. The accompanying  financial statements have given effect to
these changes.

NOTE 4 - SUBSEQUENT EVENTS

Proposed Exchange of Stock

Effective  March 31,  2002,  the Company  entered  into a Plan and  Agreement to
exchange stock with Renewal  Education  Corporation a wholly owned subsidiary of
Neo Vision Corporation, pursuant to Section 368(a)(1)(B) of the Internal Revenue
Code. The exchange is to be transacted after certain  conditions  precedent have
been accomplished.

At the time the definitive closing is completed, the Company will acquire all of
the outstanding common stock of Renewal Education Corporation. Renewal Education
Corporation  will be considered  the  accounting  acquirer since it will own the
majority of the outstanding shares of the Company.  For accounting  purposes the
historic transactions of Renewal Education Corporation will replace those of the
Company  for  presentation  of results of  operations  and cash  flows,  whereas
Renewal  Education  Corporation  will  be  consolidated  with  the  Company  for
presentation  of its  consolidated  financial  position.  Prior to closing,  the
Company  will  reverse  split its present  outstanding  shares of  1,000,000  to
provide for the total outstanding  shares of the Company of 400,000.  A total of
7,300,000  shares of common  stock  will  then be  issued to  Renewal  Education
Corporation  shareholders  in the stock exchange  transaction.  The Company will
change  its  name  to  LERN  Corporation  as a  result  of  the  stock  exchange
transaction.