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 June 30, 2002
                                 --------------

                        Commission File number: 333-64718

                      HANSEATIC DISCRETIONARY POOL, L.L.C.
             (Exact Name of Registrant as specified in its charter)

         Oklahoma                        6200                  11-3455001
(State of Organization)  (Primary Standard Industrial (I.R.S. Employer I.D. No.)
                          Classification Code Number)

                             9925 South Pennsylvania
                                    Suite 110
                          Oklahoma City, Oklahoma 73159
                                 (405) 691-2793
                           (405) 691-6124 (Facsimile)
               (Address, including zip code and telephone number,
              including area code of Registrant's principal office)



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,  and (2) has been subject to such filing  requirements
for the past 90 days.
                                             Yes [ X ]         No [   ]

                            Total number of Pages:13

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.        Financial Statements

The following  unaudited financial  statements of Hanseatic  Discretionary Pool,
L.L.C. are included in Item 1:

        Balance Sheet as of June 30, 2002 and
            June 30, 2001 (Unaudited)

        Statements of  Operations  for the Three  Months Ended June 30, 2002 and
            June 30, 2001 (Unaudited)

        Statements of Cash Flows for the Three Months Ended
            June 30, 2002 and June 30, 2001 (Unaudited)

        Statements of Changes in Members' Equity for the Three Months Ended
            June 30, 2002 and June 30, 2001 (Unaudited)




<PAGE>
                      Hanseatic Discretionary Pool, L.L.C.
                            Balance Sheet (Unaudited)
                      As of June 30, 2002 and June 30, 2001


                                                       30-Jun-02      30-Jun-01
                                                       ---------      ---------
Assets:

Cash and short term marketable securities            $   100,067    $  157,402
Deposits with clearing broker
         Cash Balance                                  2,365,386     6,796,907
         Open Trade Equity                                46,969       342,350
Interest Receivable                                        1,864        19,275
Prepaid Expenses                                          15,579           -0-
                                                      ----------    ----------
Total Assets                                          $2,529,865    $7,262,080

Liabilities:

Redemptions Payable                                        5,000    $   43,613
Subscriptions Pending                                          0        53,854
Net asset fees payable                                     4,213        12,024
Operating Expenses payable                                   787         2,580
CPO trailer commissions payable                           10,082        28,012
Incentive Fees Payable                                         0             0
                                                      ----------    ----------
Total Liabilities                                     $   20,082    $   85,562

Member's Equity (Units redeemable at the option
  of the unit holder)

Manager (416 units at 6/30/02 and 400 units at        $   43,701    $   53,681
  6/30/01)
Members (23,490 units at 6/30/02 and 53,030 units      2,466,082     7,122,518
  at 6/30/01)                                         ----------    ----------

Total member's equity                                 $2,509,783    $7,176,518

Total liabilities & member's equity                   $2,529,865    $7,262,080
                                                      ==========    ==========



Please see the notes to these financial statements






<PAGE>

                      Hanseatic Discretionary Pool, L.L.C.
                       Statement of Operations (Unaudited)
              For the Quarter Ended June 30, 2002 and June 30, 2001


                                                    30-Jun-02       30-Jun-01
                                                   -----------     -----------
Revenues:
Gross realizes trading gains (losses)              $   (40,772)     $ (416,993)
Change in open trade equity gain (loss)                 21,026         367,057
                                                   -----------      ----------
Total gain (loss) from trading                         (19,746)        (49,936)

Less cost of revenues:
Incentive fees                                      $      -0-      $      -0-
FCM & CPO Trail Commission expense                      38,279          78,562
                                                   -----------      ----------
Gross margin (deficit) on trading activities           (58,025)       (128,498)

Administration expenses:

Net asset fees                                          13,200          34,530
Operating expenses                                       2,468           4,033
                                                   -----------      ----------
Total administrative expenses                           15,668          38,563

Income (loss) from operations                          (73,693)       (167,061)

Other income (expense):

Interest income                                          6,469          59,023
Currency conversion                                      1,368           1,525
Fees Reimbursed by CPO                                     -0-              47
Interest fee expense paid to CPO                           -0-         (20,116)
Legal/Accounting Expense                                (5,800)            -0-
                                                   -----------      ----------
Net income/loss before provision for
  income taxes                                         (71,656)       (126,582)

Provision for income taxes                                 -0-             -0-
                                                   -----------      ----------

Net income (loss) available to members             $   (71,656)    $  (126,582)
                                                   ===========      ==========

Net income (loss) per unit                         $     (2.89)    $     (2.44)

Weighted average of units outstanding                   24,754          51,872



Please see the notes to these financial statements.


<PAGE>

                      Hanseatic Discretionary Pool, L.L.C.
                       Statement of Cash Flows (Unaudited)
              For the Quarter Ended June 30, 2002 and June 30, 2001

                                                       30-Jun-02     30-Jun-01
                                                      -----------   -----------
 Cash flows from (for) operating activities:

   Net income (loss) available to members             $  (167,135)    $ 374,336

   Changes in other operating assets and
      liabilities:
   Clearing Broker Deposits                             1,496,880    (3,550,854)
   Interest Receivable                                      2,722        (5,513)
   Commissions Receivable                                 (15,579)          787
   Trail Commissions Payable                               (7,239)       21,781
   Operating Expense Payable                               (1,793)        1,913
   Net Asset Fees Payable                                  (2,697)       12,024
   Incentive Fees Payable                                       0       (89,537)
   Interest Fees Payable to CPO                                 0       (14,476)
                                                      -----------   -----------
 Net cash used by operating activities                  1,305,159    (3,249,539)
 Cash flows from (for) financing activities:

   Subscriptions                                           79,138     3,585,714
   Subscriptions Pending                                   (1,138)     (137,731)
   Redemptions                                         (1,520,842)     (340,442)
                                                      -----------   -----------

 Net cash provided (used) by financing activities      (1,442,842)    3,107,541
                                                      -----------   -----------

 Net change in cash position                             (137,683)     (147,998)
 Cash balance at beginning of the period                  237,750       299,400
                                                      -----------   -----------

  Cash balance at end of the period                       100,067       157,402
                                                      ============  ===========

 Supplemental disclosures of cash flow information:
 Interest Fees paid to CPO during period             $         0      $ 69,090
   Income taxes paid during the period               $         0      $      0



Please see the notes to these financial statements


<PAGE>

                      Hanseatic Discretionary Pool, L.L.C.
               Statement of Changes in Members' Equity (Unaudited)
                       From April 1, 2002 to June 30, 2002

                                            Members'     Units       Net Asset
                                            Equity    Outstanding    per unit
                                           --------   -----------    ---------
Net asset value at April 1, 2002         $2,868,317        26,773     $107.13

   Subscriptions                                -0-           -0-

   Redemptions                             (286,877)     (  2,867)

   Net income                               (73,857)
                                        -----------   -----------    --------

Net asset value at June 30, 2002         $2,509,784        23,906     $104.98
                                        ===========       =======    ========




Please see the notes to these financial statements




<PAGE>


Hanseatic Discretionary Pool, L.L.C.
Unaudited Notes to the Financial Statements
For the Period Ended June 30, 2002


Note 1.  Organization and Summary of Significant Accounting Policies

The  Hanseatic  Discretionary  Pool,  LLC (the  "Fund")  is a limited  liability
company  organized under the laws of the state of New York in September 1998. In
July 2000, the state of organization of the Pool was moved to Oklahoma. The Fund
is operated by Pool Management Services, Inc., a commodity pool operator (member
of the National  Futures  Association and registered with the Commodity  Futures
Trading  Commission).  The Fund may and does use funds that are combined for the
purpose of speculative trading in commodity futures and option contracts.

Use of Estimates: The preparation of the financial statements in conformity with
generally accepted  accounting  principals  requires  management to make certain
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 revenues  and expenses
during the reporting period. Actual results may differ from these estimates.

Cash & short term  deposits:  For the  purposes of the  statement of cash flows,
cash  includes cash deposits and short term  securities  with maturity  dates of
less than three months from the date of the financial statements.

Revenue  Recognition:  Gross realized  trading gains or losses are recognized on
the trade  date.  Positions  open at period end are  marked to market  using the
closing settlement price at period end and are included in changes in open trade
equity.

Commission expenses:  Prior to April 2001, the commissions expense on each round
turn trade  executed  was capped at $30 per round  turn,  inclusive  of all fees
charged by the Fund's clearing  futures  commission  merchant.  In the event the
Fund paid a commission  fee in excess of $30 per round turn,  the Fund's manager
reimbursed the excess.

In April  2001,  the fee  structure  of the Fund was  amended  so that  Fund was
charged an annual fixed  commission  rate of 5.8% of the Fund's net asset value,
paid  monthly  at a rate of  .41667%.  The 5.8%  annual  fixed  commission  rate
included a trail  commission of  approximately  4.0% annually (paid monthly at a
rate of .33333%) of the Fund's net asset value.

Net Asset Fees: The Fund's manager  charges a monthly net asset fee of .1667% of
the Fund's  net asset  value.  Upon  collecting  the net asset  fee,  the Fund's
Manager pays the entirety of the net asset fee to  Hanseatic  Group,  the Fund's
Trading Advisor.

Incentive  fees: The Fund's  manager  charges an incentive fee of 10% on the new
net trading profits of the Fund, calculated on a quarterly basis.  Additionally,
the Fund's Commodity  Trading Advisor charges an incentive fee of 10% on the new
net trading profits of the Fund, calculated on a quarterly basis.

Currency  conversion:   The  Fund  applies  Statement  of  Financial  Accounting
Standards (SFAS) No. 52, Foreign Currency  Translation.  Accordingly,  the gains
and losses on speculative  trading transacted in a foreign currency are included
in the statement of operations in total  revenues or losses from trading.  Gains
or losses from currency


<PAGE>

conversion  arise  when gains or losses  from  trading  transacted  in a foreign
currency are converted to U.S. dollars.  These gains or losses are determined by
the difference between the foreign currency rate in effect at the opening of the
speculative  transaction in a foreign  currency and the repatriation of funds to
U.S. dollars.

Income  Taxes-  The Fund has  elected  to be taxed as a  partnership  under  the
Internal Revenue Service Code.  Accordingly,  the individual members of the Fund
report the Fund's taxable income.

Note 2. Allocation of Net Income

The net  income  or  loss of the  Fund is  allocated  to the  participants  on a
pro-rata monthly basis based upon each partner's weighted  percentage  ownership
during the month.

Note 3. Financial  Instruments with Off-Balance Sheet Risk and Concentrations of
Credit Risk

The Fund engages in speculative  trading in exchange  traded futures and options
contracts  that involve  varying  degrees of market and credit risk that exposes
the Fund to risk of loss that may be in excess of the amounts  presented  in the
balance  sheet.  Market  risks may arise from  unfavorable  changes in  interest
rates,  foreign  exchange  rates,  or  the  market  values  of  the  instruments
underlying the futures and options contracts.  All contract positions are stated
at fair value and those values are  reflected  in total  revenue from trading in
the statement of operations.

The value of Fund's  assets may have changed  significantly  by the date of this
report due to changes in market prices for the contracts open at June 30, 2002.

The Fund is exposed to credit risk,  in the event of  nonperformance  by counter
parties  to  financial   instruments.   The  credit  risk  from  counter   party
nonperformance associated with these financial instruments is the net unrealized
gain, if any included in the statement of operations. The Fund seeks to mitigate
credit risk by conducting transactions in designated exchange traded futures and
options  contracts.  The Fund does not participate in "over the counter" trading
in futures and option contracts.  As opposed to "over the counter" trading,  the
counter  party to all  contracts is the clearing  exchange  and  performance  is
guaranteed by the full membership of the exchange.

The Fund seeks to control  market  risk by  monitoring  all open  positions  for
adverse changes in market price on a real time basis. The Fund places protective
stop orders and, in some cases,  defensive  hedge  positions in order to protect
Fund assets.

Note 4. Other Concentrations of Credit Risk

The Fund has a  substantial  portion of its assets on deposit  with the clearing
futures commission merchant. The Fund's assets are commingled with the assets of
other  unrelated   entities  with  similar  deposits  at  the  clearing  futures
commission  merchant.  In the event of the  insolvency  of the clearing  futures
commission merchant,  recovery of the Fund's assets may be limited to a pro rata
share  of  available  funds on  deposit  with the  clearing  futures  commission
merchant.


<PAGE>

Note 5. Related Party Transactions

The Fund's manager receives a net asset fee, which it pays, in its entirety,  to
the Fund's  Commodity  Trading  Advisor.  The  Fund's  manager  also  receives a
quarterly  incentive fee, half of which it pays to the Fund's Commodity  Trading
Advisor.

Note 6. Change in Fund's Fee Structure

In March 2001,  the  compensation  structure of the Fund was amended.  Under the
terms of the new compensation structure, the Fund's manager no longer receives a
portion of the commission charged to the Fund by the clearing futures commission
merchant on trades  transacted.  Instead the Fund's  manager  receives a trailer
commission  that is part of the 5.8%  annual  fixed  commission  fee paid by the
fund. The Fund's manager receives the trailer  commission in addition to the net
asset fee and incentive fees described in Note 1.

The amount of the trailer commission paid to the Fund's manager is approximately
4% per annum. The trailer  commission is equal to: the 5.8% fixed commission fee
(payable monthly),  less the commissions and other per trade fees charged by the
Fund's clearing  futures  commission  merchant.  The trailer  commission is then
reduced by: 1) commissions  and/or trailer  commissions  paid to selling agents,
and 2) Any of the Fund's operating expenses that exceed 1% of the annual average
net asset value of the Fund.

Additionally, after March 2001 the interest income earned on Fund assets were no
longer paid to the Fund's manager, but instead accrued to the Fund.

Note 7. Net Income Per Unit

The  Company  calculates  net income per unit based on the  weighted  average of
membership  units  outstanding  during  the  fiscal  year.  There  are no  other
financial  instruments  outstanding  that are convertible into units at June 30,
2002.

Note 8. Redemptions

Members  may  redeem  any part or all of their  units in the fund  upon  written
notice  on or before  the  close of  business  of the last  business  day of any
calendar month. The redemption  amount will be based upon the net asset value of
the units of membership  interest as calculated at the end of the month in which
the redemption request is received.  Redemptions may not be granted in the event
the Fund does not have enough liquid assets to pay the redemption.

Units  redeemed  within the first six months  following  the  effective  date of
subscription  are charged a 4% early  withdrawal  fee.  Units that are  redeemed
between  the 6th  month  and the 12th  month  following  the  effective  date of
subscription are charged a 3% early withdrawal fee.

Note 9. Net Asset Value per Unit

Net Asse Value per unit is  calculated  by  dividing  the Net Asset Value of the
Fund at the end of the reporting period by the number of fund units  outstanding
at the end of the reporting period.

The Net Asset Value of the Fund is equal to: Existing Fund cash funds,  plus any
new additions of cash funds, plus or minus profits or losses from closed trades,
plus or minus profits or losses from trades currently open, less commission fees
(inclusive of


<PAGE>

all  transaction  fees),  plus or minus any gains or losses in the conversion of
foreign currency,  less net asset fees, less operating  expenses,  plus interest
income.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The Fund is a limited liability  company.  The Fund is operated by it's Manager,
Pool Management  Services,  Inc. ("PMSI").  PMSI is a commodity pool operator, a
member of the National  Futures  Association  and registered  with the Commodity
Futures Trading Commission. As a commodity pool, the Fund may use funds that are
combined for the purpose of trading futures and commodity option contracts.

General Statement: Factors that may affect future results

With  the  exception  of  historical  information,   the  matters  discussed  in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  and elsewhere in this  quarterly  report  contains  forward  looking
statements under the 1995 Private Securities  Litigation Reform Act that involve
various risks and  uncertainties.  Typically,  these statements are indicated by
words  such as  "anticipates",  "expects",  "believes",  "plans",  "could",  and
similar words and phrases. Factors that could cause the Fund's actual results to
differ  materially  from  management's  projections,  forecasts,  estimates  and
expectations include but are not limited to the following:

o        Unexpected global economic changes.

o        The imposition of new  restrictions or regulations by contract  markets
         or government agencies that affect the Fund's trading activities.

To the extent  possible,  the following  discussion  will  highlight the trading
activities of the Fund.  The amounts  discussed have been rounded to the nearest
thousandth.

Results of Operations

For the three months April 1, 2002 to June 30, 2002

Trading  Revenues  Realized By The Fund:  During the second quarter of 2002, the
Fund's  gross  trading  revenues  were a loss of $58,025  compared  to a loss of
$128,498 for the second  quarter of 2001.  The losses in both quarters came as a
result of more  difficult  market  conditions  during 2001 and the first half of
2002.
         At times,  market conditions are more favorable for Hanseatic's trading
models than at other times.  When market  conditions  are more  favorable,  more
profitable results are achieved.  During both the second quarter of 2002 and the
second quarter of 2001, market conditions were less favorable (as they relate to
Hanseatic's trading models). Thus the Fund realized trading losses.
         The primary  factor that  influences the  profitability  of Hanseatic's
trading models is the degree of choppiness, volatility and continuity in the way
the markets trade.  When markets are less choppy and volatile and price movement
is  more  continuous,   Hanseatic's   trading  models  typically   perform  more
profitably.  Conversely,  more  choppiness and  volatility  and less  continuous
market activity is less favorable for the  profitability of Hanseatic's  trading
models.


<PAGE>


Net Asset Fees Paid By The Fund:  During the  second  quarters  of both 2002 and
2001, the Fund's  Commodity  Trading  Advisor charged a monthly net asset fee of
..16667% of the Fund's net asset value for the  administration of trading for the
Fund.

During the second quarter of 2002, these fees totaled $13,200. During the second
quarter of 2001, these fees totaled $34,530.

         The  reason for the  decrease  in the net asset  fees  during  from the
second quarter of 2001 to the second quarter of 2002 was the decrease in the net
asset value of the fund that occurred in the year separating the two periods. In
general,  the lower the  total  net asset  value of the fund,  the lower the net
asset fees will be.

Interest  Income Earned By The Fund:  From the inception of the Fund until March
31, 2001, the Fund's manager was paid all of the interest  income earned on Fund
assets.  The manager received this fee as compensation for its administration of
the Fund's affairs and as  reimbursement  for the manager's  payment of all Fund
operating expenses (such as rent, phones,  postage, legal and professional fees,
etc).

Commencing in April, 2001,  interest income earned on Fund assets have inured to
the benefit of the Fund.  Interest income for the second quarter of 2002 totaled
$6,469. Interest income for the second quarter of 2001 totaled 59,023.

There was a decrease  in the amount of  interest  income  earned from the second
quarter  of  2001 to the  second  quarter  of  2002.  The  decrease  is  largely
attributed  to the  decrease in the Fund's net asset value that  occurred in the
year  separating  the two  periods.  In general,  the lower the Fund's net asset
value, the fewer assets that were available to earn interest.

Overall  Performance  Results:  Income from  operations in the second quarter of
2002, after deducting net asset fees, commissions, and incentive fees was a loss
of $99,930.  That compares  with a profit of $476,009 for the second  quarter of
2001.

The Net Loss available to members from operations for the second quarter of 2002
was a loss of $73,693.  That compares to a net loss from  operations of $167,061
for the second quarter of 2001.

After adding fee  reimbursements  from the CPO,  gains  recognized on converting
funds used to margin  contracts  traded in foreign  currency  back to U.S.  base
currency and  legal/accounting  fees,  the Fund  experienced  net loss in second
quarter of 2002 of $71,656 as compared to a net loss of $126,582  for the second
quarter of 2001.

On a per unit basis,  the Fund lost $3.05 per unit in the second quarter of 2002
(with  23,906.51092006 units outstanding at June 30, 2002) as compared to a loss
of  $2.37  per  unit in  second  quarter  of  2001  (with  53,429.9579211  units
outstanding at June 30, 2001).

Overall, the loss from operations experienced in both the second quarter of 2002
and the second  quarter of 2001 is largely  attributable  to the trading  losses
realized  by the Fund for the second  quarter of 2001  through the first half of
2002.

Discussion of Financial Condition: Liquidity and Capital Resources

At June 30, 2002 total member equity was $2,509,783 compared to $7,176,518



<PAGE>


at June 30, 2001,  a decrease of 65.0%.  The decrease in total member equity can
be attributed to two factors:

1.       The net of amount of redemptions  exceeded the amount of  subscriptions
         during the year between the two quarters. As of June 30, 2001, the Fund
         had  53,429.9579211004  units  outstanding.  As of June 30,  2002,  the
         number of units outstanding had dropped to 23,906.51092006. The drop in
         outstanding units was entirely the result of a significant  increase in
         the  amount of member  redemptions.  While  there  were some new member
         subscriptions  during the 12 month period (a total of  2,538.3458120458
         new units were  purchased  for a total of $292,672 in new  subscription
         revenue),  the total  redemptions  for the 12 month  period (a total of
         32,060.494454205  were redeemed for a total net  redemption  outflow of
         $3,521,611) greatly exceeded the new subscriptions.

         The  situation  encountered  by the Fund  during  the 12 month  period,
         namely a sizable increase in redemptions as compared to  subscriptions,
         can occur in any  commodity  pool when the fund  encounters a period of
         negative performance. Such was the case during the 12 month period when
         our fund encountered a period of negative  performance.  Although every
         effort is made to educate members  regarding the long-term nature of an
         investment in the Fund, it is not unusual for members to become anxious
         during  periods of negative  performance.  This anxiety  often leads to
         member redemptions, as it did during the time between June 30, 2001 and
         June 30, 2002.

2.       The fund sustained  losses from trading and operations  during the year
         between the two quarters. From April 1, 2001 to June 30, 2002, the Fund
         experienced  total losses from trading and  operations  of  $1,564,390.
         This  loss,  combined  with  the net  redemptions  during  the  period,
         accounted for the reduction in the Fund's net asset value.

The cash balance at June 30, 2002 was  $100,067,  compared with $157,402 at June
30, 2001. The Fund withdrew  approximately $415,623 from the clearing FCM during
the second quarter of 2002.

                            PART II-OTHER INFORMATION

Item 1.        Legal Proceedings.

               None

Item 2.        Changes in Securities

               None

Item 3.        Defaults Upon Senior Securities

               Not applicable.

Item 4.        Submissions of Matters to a vote of Security Holders.

               None

Item 5.        Other Information

               None


<PAGE>


Item 6.        Exhibits and Reports on Form 8-K.

               None

               There are no exhibits to this Form 10-QSB.


<PAGE>

PART III

Item 1.  INDEX TO EXHIBITS

Sequentially
Numbered
Page        Exhibit No. Exhibit
----------  ----------  -------

            3(i)        Form of Certificate of Limited liability company
                        interests*
            3(ii)       Operating Agreement, as amended, dated November 30,2001*
            10(i)       Advisory Agreement between Hanseatic Corporation and
                        Hanseatic Discretionary Pool, L.L.C.*
            10(ii)      Amended Advisory Agreement*

*  Heretofore  file as an exhibit to the  registration  statement  on Form SB-2,
filed by the  Fund  (Commission  File No.  33-64718)  and  incorporated  by this
reference.

Upon  request,  the Fund will  furnish a copy of any Exhibit to this report upon
payment of reasonable copying and mailing expenses.

                                   SIGNATURES

        In  accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the Fund in the  capacities  indicated on
July 30, 2002.

                                    HANSEATIC DISCRETIONARY POOL, L.L.C.

                                    By:  POOL MANAGEMENT SERVICES, INC.
                                         Managing Member

                                    By:  /s/ Randall L. Shell
                                         ---------------------------
                                         Vice President

Signature                 Capacity                             Date
----------                ---------                            ----


/s/ Simcha Bluth          President, Director              July 30, 2002.
----------------------    of the Managing Member
Simcha Bluth


/s/ Randall L. Shell      Chief Operating Officer,         July 30, 2002.
----------------------    Chief Financial and
Randall L. Shell          Accounting Officer,
                          Director of the Managing
                          Member