SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended
                                December 31, 2001
                        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)

          Securities registered under Section 12(b)or 12(g) of the Exchange Act:
                                      NONE

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the Fund  was  required  to file  such  reports),  and (2) has been
subject to such filing requirements for the past 90 days:
                       Yes X                 No
                          -----                -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  the  form,  and  no  disclosure  will  be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
any amendment to this form 10-KSB X ----

State issuer's revenues for the most recent fiscal year:     $(491,068)
                                                             ----------

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed by the  reference  to the price at which the common
equity was sold, or the average bid and asked prices of such common  equity,  as
of a specified date within the past 60 days (See definition of affiliate in Rule
12b-2 of the Exchange Act). N/A

Portions of the  Prospectus  dated  November  30,  2001,  or  "Prospectus",  are
incorporated by reference in Parts I and III

Transitional Small Business Disclosure Format (check one): Yes         No  X
                                                              ------     ------


<PAGE>


                                     PART I

ITEM 1.        BUSINESS

        Hanseatic  Discretionary  Pool,  L.L.C.,  or the  "Fund",  is a  limited
liability  company  which was  organized  in 1998 and is engaged in  speculative
trading of commodity futures contracts, forward contracts, commodity options and
other interests in commodities.

        Specifically,  the  Fund  trades  a  portfolio   primarily  focused   on
financial  futures,  which are  instruments  designed to hedge or  speculate  on
changes in interest  rates or stock index  values.  The managing  member is Pool
Management Services, Inc., or "PMSI". The Fund's operations are regulated by the
provisions  of the  Commodity  Exchange  Act, the  regulations  of the Commodity
Futures Trading Commission, and the rules of the National Futures Association.

        The Fund filed a registration statement, declared effective November 30,
2001,  with the U.S.  Securities  and Exchange  Commission for the sale of up to
100,000 units of membership interests,  or units, offered at net asset value per
unit. Since November 30, 2001, Units of limited  liability  company interests of
the Fund have been offered by the  Prospectus  on an ongoing  basis.  During the
continuing offering period,  subscriptions are accepted monthly and proceeds are
transferred to the Fund's bank and brokerage accounts for trading purposes.  The
unit selling price during the continuing  offering period is the net asset value
per unit as of the last business day of the month in which the  subscription  is
accepted.

        From November 30 through  December 31, 2001, units  aggregating  $25,000
have been sold.

        Pool Management Services,  Inc. controls all aspects of the business and
administration  of the Fund in its role as  managing  member.  The Fund  employs
Hanseatic Corporation as our commodity trading advisor, or CTA, to select trades
for us.


REGULATION

        Under the  Commodity  Exchange  Act, as amended (the  "Act"),  commodity
exchanges  and  commodity  futures  trading  are  subject to  regulation  by the
Commodity  Futures  Trading  Commission  (the  'CFTC").   The  National  Futures
Association ("NFA'), a registered futures association under the Act, is the only
non-exchange  self-regulatory organization for commodity industry professionals.
The  CFTC  has  delegated  to the NFA  responsibility  for the  registration  of
"commodity trading advisors,"  "commodity Fund operators,"  "futures  commission
merchants,"  "introducing  brokers" and their respective  associated persons and
"floor  brokers."  The Act  requires  "commodity  Fund  operators,"  such as and
commodity brokers or "futures commission merchants" such as the Fund's commodity
broker to be registered and to comply with various  reporting and record keeping
requirements. Pool Management Services, Inc., or "PMSI" and the Fund's commodity
broker are members of the NFA. The CFTC may suspend a commodity Fund  operator's
registration  if it finds that its  trading  practices  tend to disrupt  orderly
market conditions,  or as the result of violations of the Commodity Exchange Act
or  rules  and  regulations   promulgated   thereunder.   In  the  event  PMSI's
registration  as a commodity  Fund operator were  terminated or suspended,  PMSI
would be unable to continue to manage the  business of the Fund.  Should  PMSI's
registration be suspended, termination of the Fund might result.

        In  addition  to such  registration  requirements,  the CFTC and certain
commodity  exchanges  have  established  limits on the  maximum net long and net
short positions which any person, including the Fund, may hold or control


<PAGE>


in particular  commodities.  Most  exchanges  also limit the maximum  changes in
futures contract prices that may occur during a single trading day. In addition,
the Fund  trades  on  foreign  commodity  exchanges  which  are not  subject  to
regulation by any United States government agency.

OPERATIONS

        A description of the operations of the Fund, including trading approach,
rights  and  obligations  of  the  Members,  and  compensation  arrangements  is
contained in the Prospectus  under "Summary of Offering,"  "The Risks You Face,"
"Conflicts of Interest," "Business of the Fund," "Investment Programs and
Strategies,"  and "Fees and  Expenses" is contained in the  Prospectus.  By this
reference they are incorporated herein.

        The Fund conducts its business in one industry segment,  the speculative
trading of futures.  The Fund is a market  participant in the "managed  futures"
industry.  The managed futures industry has grown  substantially in the previous
ten  years.  Market  participants  include  all  types  of  investors,  such  as
corporations, employee benefit plans, individuals and foreign investors. Service
providers of the managed  futures  industry  include (a) Fund  operators,  which
control all aspects of trading Funds  (except  trading  decisions),  (b) trading
advisors,  which make the specific trading decisions, and (c) commodity brokers,
which execute and clear the trades  pursuant to the  instructions of the trading
advisor. The Fund has no employees,  and does not engage in the sale of goods or
services.

        The Fund engages in financial  instrument  trading in several  financial
instrument  contracts on domestic and international  markets.  All of the Fund's
assets are currently allocated to the Hanseatic  Discretionary  Program which is
concentrated in the financial futures markets such as stock indices and interest
rates.  The contracts  traded by the Fund will  fluctuate  from time to time but
concentration will remain in the financial instrument futures contracts.

        The Fund may, in the future,  experience  increased  competition for the
commodity futures and other contracts in which it trades. Hanseatic Corporation,
the Funds Trading Advisor will recommend  similar or identical  trades for other
accounts under its  management.  Such  competition  may also increase due to the
widespread  utilization  of  computerized  methods  similar  to  those  used  by
Hanseatic Corporation.

ITEM 2.        PROPERTIES

        The Fund  does not own or  lease  any  property  in the  conduct  of its
business.  Its assets currently consist of commodity futures and other contracts
and cash.

ITEM 3.        LEGAL PROCEEDINGS

        Pool Management Services, Inc. is not aware of any material legal
proceedings to which the Fund is a party or to which any of its assets
are subject.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.


<PAGE>


                                     PART II

ITEM 5.        MARKET FOR FUND'S COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS

        Units are not publicly traded and no market is likely to develop.  Units
may be  transferred  or  redeemed  subject  to  the  conditions  imposed  by the
Operating  Agreement.  As of  December  31,  2001,  the Fund had 72 members  and
27,296.7731564 units outstanding.

        Pool Management Services, Inc. has sole discretion in determining what
distributions,  if any, the Fund will make to its unit holders. No distributions
were made for the year ended December 31, 2001.

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

The Fund is a limited liability company,  originally organized under the laws of
the state of New York in September 1998. In July 2000, the state of organization
of the Fund was moved to  Oklahoma.  The Fund is operated  by a  commodity  pool
operator,  a member of the National Futures  Association and registered with the
Commodity Futures Trading  Commission.  As such, 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  annual  report  contain   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

A.       For the Year Ended December 31, 2001

During 2001, the Fund's gross trading revenues were a loss of $491,068  compared
to a gain  of  $2,091,673  for  fiscal  year  2000.  At  certain  times,  market
conditions  prove to be more  favorable for  Hanseatic's  trading models than at
other  times.  Such  was  the  case  during  2000  when  very  favorable  market
conditions,  in relation  to  Hanseatic's  trading  models,  led to  significant
trading  profits.  During 2001,  market  conditions were less favorable (as they
relate to Hanseatic's trading models) and thus the Fund realized trading losses.

Income from operations in 2001, after deducting net asset fees, commissions, and
incentive fees was a loss of $994,338.  The Income from  operations for 2000 was
$1,624,311.


<PAGE>



The  following  is an  explanation  of the types of fees the Fund paid in fiscal
years 2000 and 2001:

        a.      Net Asset Fee: During 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 2000 these fees totaled $101,177.

                The reason for the  increase  in the net asset fees  during from
                2000 to fiscal year 2001 was the increase in the net asset value
                of the Fund.  The greater the total net asset value of the Fund,
                the greater the total net asset fees will be.

        b.      Interest Income:  During the first three months of 2001,  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). During
                the first  three  months of 2001,  these fees  totaled  $69,090.
                Commencing in April, 2001, interest income earned on Fund assets
                have inured to the benefit of the Fund.  Interest income for the
                last nine months of 2001 totaled $104,664.

        During 2000, the Fund's manager was also paid all of the interest income
        earned on Fund assets. During 2000, these fees totaled $89,184.

        On a  proportionate  basis,  there  was an  increase  in the  amount  of
        interest  Income paid by the Fund during the first three months of 2001.
        The  increase is largely  attributed  to the  increase in the Fund's net
        asset  value.  The greater the Fund's net asset  value,  the more assets
        were available to earn interest.  This resulted in more interest  income
        (proportionately)  being  earned  by the  Fund  and,  in  turn,  in more
        interest fees being paid by the Fund to the manager.

After adding other commission  rebates and a loss recognized on converting funds
used to margin  contracts traded in foreign currency back to U.S. base currency,
the Fund  experienced net loss in fiscal year 2001 of $896,335.  For fiscal year
2000, the Fund realized a net gain of $1,636,264.  On a per unit basis, the Fund
lost  $2.18 per unit in fiscal  year 2001 as  compared  to a profit of $8.79 per
unit in fiscal year 2000.

Overall, the loss from operations for fiscal year 2001 compared to the gain from
operations  for  fiscal  year 2000 is  largely  attributable  to the shift  from
trading gains in 2000 to trading losses in 2001.

Discussion of Financial Condition: Liquidity and Capital Resources

At December 31, 2001 total member equity was  $3,986,966  compared to $3,216,468
at December 31, 2000,  an increase of 23.9%.  The increase was due to the net of
subscriptions and redemptions during the year. During 2001,  65,000.547997 units
were issued for proceeds of $4,552,301.  The Fund redeemed  27,609.7624308 units
for  $2,885,367.  In  addition,  the net loss from  trading and  operations  was
$896,335.

Cash on hand was  $237,750 at December  31,  2001 as compared  with  $299,400 at
December 31, 2000.  During the year ended  December 31, 2001,  the Fund received
net subscriptions  over redemptions of approximately  $1,228,987.  Approximately
$491,068 in losses were generated from trading. The Fund deposited approximately
$320,832 with the clearing FCM during fiscal year 2001.


<PAGE>


The Fund projects no significant  capital  expenditures during the coming fiscal
year.

Discussion of Financial Condition: Liquidity and Capital Resources

Liquidity

Although  there is and will be no public  market  for the  units,  a member  may
redeem  units  in the  Fund  as of any  month-end  as  described  in the  Fund's
operating agreement,  a copy of which is attached to the Prospectus and provided
to members.


With respect to the Fund's trading,  in general,  the CTA will endeavor to trade
only commodities that have sufficient  liquidity to enable it to enter and close
out  positions  without  causing  major  price  movements.  Notwithstanding  the
foregoing,  most United  States  commodity  exchanges  limit the amount by which
certain  commodities may move during a single day by regulations  referred to as
"daily price fluctuation limits" or "daily limits".  Under such regulations,  no
trades may be executed on any given day at prices beyond the daily  limits.  The
price of a futures contract has  occasionally  moved the daily limit for several
consecutive days, with little or no trading,  thereby  effectively  preventing a
party from  liquidating its position.  While the occurrence of such an event may
reduce or effectively  eliminate the liquidity of a particular  market,  it will
not limit ultimate losses and may in fact substantially  increase losses because
of the inability to liquidate  unfavorable  positions.  In addition, if there is
little or no trading in a particular  futures or forward  contract that the Fund
is trading,  whether such  illiquidity  is caused by any of the above reasons or
otherwise,  the Fund may be unable to execute trades at favorable  prices and/or
may be unable or  unwilling to liquidate  its position  prior to its  expiration
date,  thereby  requiring  the Fund to make or take  delivery of the  underlying
interest of the commodity.

Foreign Contract Trading & Risk Exposure

During  the past  year,  the Fund has been  involved  in the  trading of futures
contracts on certain foreign contract  markets.  The foreign contract markets on
which the Fund has executed trades are as follows:

1. Milan Stock Exchange - Italy
2. MATIF - France
3. MEFF - Spain
4. London Futures Exchange - Great Britain
5. Montreal Exchange - Canada

When  trades  have been  executed on any of the  foreign  exchanges  above,  the
maximum amount of capital for which the Fund has had credit exposure has been no
more than 2% to 3% of the Fund's Net Asset Value per open position. For example,
although the Fund might  execute three  different  trades in the same market the
total open positions will represent no more than 2% to 3% credit exposure.

When  trades  are  executed  on  the  foreign  contract  exchanges,  the  actual
counter-party  to the trade is the "clearing  corporation"  associated with each
exchange.  When the Fund executes  trades in these foreign  markets,  the Fund's
funds are placed either with the Fund's  clearing  broker or with the applicable
exchange  clearing  corporation.  However,  even  though  the  foreign  exchange
clearing corporation does handle some of the Fund's


<PAGE>



funds during the clearing process,  HSBC (the Fund's clearing broker) guarantees
these Funds against any loss due to the failure of the exchange.

Settlement  procedures on the foreign contract  exchanges are as follows:  After
the  close of  business  on the day in which a trade is  executed  on a  foreign
exchange,  money is either  sent by the Fund's  clearing  broker to the  foreign
exchanges clearing corporation or it is received from that clearing corporation.
For example, if the trade has an open loss at the close of business,  the Fund's
clearing  broker  sends money (in an amount  equal to that loss) from the Fund's
trading account to the exchange clearing  corporation.  If the trade has an open
profit at the close of  business,  the foreign  exchanges  clearing  corporation
sends Funds to the Fund's clearing broker and those Funds are deposited into the
Fund's trading account. The settlement in all foreign futures contract exchanges
is done on a daily basis.

Monitoring and Minimization of Risk

Since the Fund  executes  trades on foreign  exchange  markets,  the manager has
established  procedures to monitor and minimize the market and credit risks that
may be involved with this type of trading. These procedures include:

        a.      Each  day,  the  manager  of  the  Fund   receives  an  "equity"
                statement,  defining  all  trading  that has taken  place in the
                Fund's trading account as well as the open positions being held,
                the margin requirements to hold open positions and the net value
                of the account,  marked to the market. Upon receipt of the daily
                equity  statement,  the manager closely examines the information
                to determine  the amount of Fund capital that is exposed to risk
                on foreign exchanges and if that amount of risk is excessive. In
                general, PMSI seeks to contain the risk exposure in any one open
                position to no more than 2% to 3% of the Fund's net asset value.
                For all foreign contract markets as a total, Management seeks to
                contain  the total risk  exposure  for all trades on all foreign
                contract  markets to no more than 10% to 15%. Should the manager
                determine  that the exposure to risk in any single open position
                in a foreign  contract or that the total risk  exposure  for all
                foreign  contract  markets  (in total) is too great,  Management
                will  contact the CTA and discuss its  concerns.  If it deems it
                necessary,  the manager has the authority to instruct the CTA to
                close out foreign contract  positions and thus reduce the Fund's
                risk exposure.


        b.      The  manager  of  the  Fund  regularly  confers  with  Hanseatic
                Corporation  (the  Trading  Advisor or "CTA")),  discussing  the
                types of foreign  contracts  the CTA is trading on behalf of the
                Fund and the relative  liquidity  available and potential credit
                risks in those markets. The manager ascertains the CTA's opinion
                of the Fund's  ability to  effectively  transact its business in
                the markets.  By-and-large, the CTA is the party that places and
                manages order  execution for the Fund.  Thus, the manager of the
                Fund  relies  heavily  on the  opinion  and  advice  of the  CTA
                regarding  the  viability of trading in any  particular  foreign
                contract  instrument.  Should the Fund's  manager  believe  that
                trading in a particular contract market is not viable or that it
                presents to great a risk for the Fund,  the manager may instruct
                the  CTA not to  trade  for the  Fund in that  foreign  contract
                market.

        c.      Periodically,  the manager  consults  with the  personnel at the
                Fund's  clearing firm who are charged with the task of executing
                the Fund's


<PAGE>


                trades.  During  these  consultations,   the  manager  seeks  to
                determine if the order  execution staff deems it viable to trade
                in certain foreign contract markets.  Factors that may influence
                this  decision  include the volume of contracts  being  executed
                each day in the contract market and the number of contracts that
                can be  effectively  transacted in the contract  market  without
                adversely  impacting  market prices.  As with the opinion of the
                CTA,  the  manager  also  relies  heavily on the  opinion of the
                clearing  firm's  order  execution   staff.   Should  the  order
                execution  staff  believe  it  is  not  viable  to  trade  in  a
                particular contract market or that trading on a foreign contract
                market may create  too much of a credit  risk for the Fund,  the
                manager  will:  1) discuss this  opinion  with the CTA.,  and 2)
                Should the manager  determine  that the  contract  market is not
                viable or that trading on the foreign  exchange  creates to much
                risk for the Fund, the manager may, in its discretion,  instruct
                the CTA not to execute trades for the Fund in such markets.


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


                   None.

                                    PART III

ITEM 9.       DIRECTORS AND OFFICERS OF THE FUND

        The  Fund  has no  directors  or  executive  officers.  The  Fund has no
employees.  The Fund is managed by Pool Management Services,  Inc., or PMSI, the
manager. PMSI is a registered commodity pool operator or CPO. The principals and
shareholders  of the  CPO  are  Simcha  Bluth,  President,  and  Randall  Shell,
Vice-President.  It is owned 50% by Simcha Bluth, and 50% by Randall Shell. Pool
Management  Services has been  registered  with the  Commodity  Futures  Trading
Commission as a commodity Fund operator since  September,  1998. From September,
1998 to June, 1999, Pool Management  Services was also registered as a commodity
trading advisor. It is a member of the National Futures Association.  As manager
of the Fund, Pool  Management  Services is in total control of the operations of
the Fund.  PMSI's main business address is 9925 South  Pennsylvania,  Suite 110,
Oklahoma City, Oklahoma, 73159, (405) 691-2793.

Simcha Bluth

        From December 1999 to date, Mr. Bluth has been registered as a principal
of Commodity  Pool  Services,  Inc., a registered  commodity pool operator and a
member of the National Futures  Association.  Mr. Bluth is a stockholder of that
firm and  supervises all its  operations.  From February 2000 to March 2001, Mr.
Bluth carried dual associated person and branch manager registrations with Kesef
Securities,  Inc., d.b.a. Kesef Advisors, a commodity trading advisor. Mr. Bluth
solicited managed futures brokerage business for Kesef. From June, 1999 to April
2000,  Mr. Bluth was  registered as an associated  person and branch  manager of
Profile  Analytics,  Inc.,  d.b.a Profile  Trading  ("Profile"),  an introducing
broker.  Mr.  Bluth  solicited  managed,  discount and  broker-assisted  futures
brokerage business for Profile.  From August,  1996 to January,  1999, Mr. Bluth
was registered as an associated person and principal of All State Trading Group,
Inc.,  located in New York City,  New York, an  introducing  broker from August,
1996 to January 1999 and a commodity trading advisor from July, 1997 to


<PAGE>


September, 1998. From March, 1992, to April,1996, Mr. Bluth was registered as an
associated person and principal of Premium Resources,  a guaranteed  introducing
broker located in New York City, New York. In addition, from March, 1996 to July
1997,  Mr.  Bluth was also an  associated  person  and  principal  of  Universal
Spreads,  Inc., a commodity trading advisor located in Lawrence,  New York. From
May, 1995,  until February,  1996, Mr. Bluth was an associated  person,  trader,
vice-president and research director for Vision Trading Resources, Inc., located
in New York City, New York.

Randall Shell

         Randall Shell has been registered as an associated person and principal
of Pool Management  Services since June,  1999.  Prior to his  registration as a
principal of the CPO, from October, 1998 to June, 1999, Mr. Shell was registered
as an  associated  person of Pool  Management  Services,  Inc. From May, 1999 to
June, 1999, Mr. Shell was also registered as a branch manager of Pool Management
Services.  Mr. Shell's duties as a principal of the firm include the maintenance
of accounting, books, records and compliance matters.

         From  December  1999 to date, Mr. Shell has also been  registered as a
principal of Commodity  Pool  Services, Inc., a commodity  pool  operator.  His
duties with this firm include the maintenance of accounting,  books, records and
compliance  matters.  From June, 1999 to March 2001, Mr. Shell has also carried
dual  registration as an associated  person,  principal and sole  shareholder of
Kesef Securities, Inc., d.b.a. Kesef Advisors.  As principal of Kesef Advisors,
Mr. Shell managed all aspects of pool operations and directed the trading in
client  accounts under the  management of that firm.  From October 1991 to April
2000,  Mr. Shell was  registered  as an  associated  person,  principal and sole
shareholder  of Profile  Analytics, Inc., d.b.a Profile  Trading  ("Profile").
Profile was an introducing broker from December,  1998 through April 2000. From
October 1991 to July, 1999, Profile was also registered as a commodity  trading
advisor.  Mr. Shell's duties with Profile included the oversight of all company
operations and supervision of brokers. From July 1997 to November 1998, Mr.
Shell carried dual associated person and branch manager registration with All
State Trading Group, Inc.

There has never been a material administrative, civil or criminal action brought
against  the Fund.  There has never  been a  material  administrative,  civil or
criminal  action brought against Pool  Management  Services,  Inc. or any of its
directors, executive officers, promoters or control persons.

ITEM 10.       EXECUTIVE COMPENSATION

        The Fund is managed by its managing member. PMSI receives from the Fund:
1) A net asset fee equal to 2% of the  Fund's net asset  value per  year,   2) A
trailer  commission of  approximately 4% of the Fund's net asset value per year,
and 3) A  "performance"  or  "incentive"  fee equal to 20% of the Fund's new net
profits  (if  any) at the end of each  calendar  quarter.  From the  payment  it
receives,  PMSI remits: 1) the entirety of the net asset fee and one-half of the
"performance" or "incentive"  fees it receives to Hanseatic  Corporation for the
trading services it provides,  and 2) Up to 50% of the trailer  commissions PMSI
receives to selling agents that are engaged in the  distribution of the Units in
return for  ongoing  services  to the  members.  PMSI  retains  one-half  of the
incentive  fees and between 50% and 100% of the trailer  commissions it receives
for acting as the Fund's managing member.


<PAGE>



ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        (a)     Security  Ownership of Certain Beneficial Owners. As of December
                31, 2001, no Units of Limited Liability  Interests were owned or
                held by any officer,  investor or shareholder of Pool Management
                Services, Inc..

        (b)     Security Ownership of Management.  As of December 31, 2001, Pool
                Management  Services,  Inc. owned  416.2704288  Units of limited
                liability company Interests (approximately 1.14%) having a value
                of $45,616.  Units of limited  liability  company interests will
                always be owned by PMSI in its capacity as managing member.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        See Item 10, Executive  Compensation and Item 11, Security  Ownership of
Certain Beneficial Owners and Management, above.



<PAGE>


                                     PART IV

ITEM 14.                EXHIBITS AND REPORTS ON FORM 8-K



        (a)    The Following documents are filed as part of this report:



               (1)    The Financial Statements beginning on page 14 hereof.

               (2)    The exhibits listed in the "Index to Exhibits."




        (b)    Reports on Form 8-K

               None.


                                    PART F/S

                      Hanseatic Discretionary Pool, L.L.C.
                          Audited Financial Statements
           For the Years Ended December 31, 2001 and December 31, 2000


                                      INDEX



                                                                  Page

Independent Auditor's Report                                       12

Affirmation of the Commodity Fund Operator                         13

Financial Statements

         Statement of Financial Condition (Balance Sheet)          14

         Statement of Operations                                   15

         Statement of Cash Flows                                   16

         Statement of Changes In Members' Equity                   17

Notes To Financial Statements                                      18-22




<PAGE>


DONAHUE ASSOCIATES, L.L.C.
27 BEACH ROAD, SUITE CO5-A
MONMOUTH BEACH, NJ.    07750
Phone: (732) 229-7723



                               Independent Auditor's Report

The Members
Hanseatic Discretionary Pool, LLC

We have audited the accompanying balance sheets of Hanseatic Discretionary Pool,
LLC as of December 31, 2001 and December 31, 2000 and the related  statements of
operations  and  changes in members'  equity,  and cash flows for the years then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.


We conducted our audit in accordance with generally  accepted 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  presented  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 the management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides 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 Hanseatic  Discretionary Pool,
LLC as of December 31, 2001 and December 31, 2000 and the results of operations,
changes in members' equity and cash flows for the years then ended in conformity
with generally accepted accounting  principles  generally accepted in the United
States of America.


 /s/ Brian Donahue

Brian Donahue, CPA

Monmouth Beach, New Jersey
March 25, 2001




<PAGE>






                        HANSEATIC DISCRETIONARY POOL, LLC
                   AFFIRMATION OF THE COMMODITY POOL OPERATOR
                             ----------------------



To the best of the  knowledge  and belief of the  undersigned,  the  information
contained  in the  Annual  report  for the years  ended  December  31,  2001 and
December 31, 2000 is accurate and complete.



/s/  Randall Shell
------------------
Randall Shell, Vice President and Principal
Pool Management Services, Inc., Commodity Pool Operator
And Manager for Hanseatic Discretionary Pool, LLC




<PAGE>


                      Hanseatic Discretionary Pool, L.L.C.
                                  Balance Sheet
                  As of December 31, 2001 and December 31, 2000

                                                     31-Dec-01         31-Dec-00
                                                     ---------         ---------

Assets:

Cash and short term marketable securities            $  237,750       $  299,400
Deposits with clearing broker                         3,909,235        3,588,403
Interest Receivable                                       4,586           13,762
Commissions receivable                                        0              787
                                                     ----------       ----------
Total Assets                                         $4,151,571       $3,902,352

Liabilities:

Redemptions Payable                                  $  136,656       $  384,055
Subscriptions Pending                                     1,138          191,585
Net asset fees payable                                    6,910            6,231
Accounts payable                                          2,580                0
CPO trailer commissions payable                          17,321                0
Incentive Fees Payable                                        0           89,537
Interest payable                                              0           14,476
                                                     ----------       ----------
Total Liabilities                                    $  164,605       $  685,844

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

Manager (416 units at 12/31/01 and 301 units at      $   45,616       $   36,435
  12/31/00)
Members (35,967 units at 12/31/01 and 26,319 units    3,941,350        3,180,033
  12/31/00)                                          ----------       ----------

Total member's equity                                $4,151,571       $3,902,352

Please see the notes to these financial statements





<PAGE>


                      Hanseatic Discretionary Pool, L.L.C.
                             Statement of Operations
           For the Years Ended December 31, 2001 and December 31, 2000
<TABLE>
<CAPTION>
                                                                31-Dec-01                31-Dec-00
                                                                ---------                ---------
<S>                                                           <C>                       <C>
Revenues:
Gross realizes trading gains (losses)                         $ (326,564)               $1,928,718
Change in open trade equity gain (loss)                         (164,504)                  162,955
                                                              -----------               ----------
Total gain (loss) from trading                                  (491,068)                2,091,673

Less administrative expenses:

Net asset fees                                                   107,177                    44,845
Incentive fees                                                   131,058                   360,418
Operating expenses                                                17,717                         0
Commissions                                                      247,318                    62,099
                                                              -----------               ----------
Total administrative expenses                                    503,270                   467,362

Income (loss) from operations                                   (994,338)                1,624,311

Other income (expense):

Interest income                                                  173,755                    89,184
Currency conversion                                             (  8,093)                   10,889
Rebates and other income                                           1,431                     7,800
Other expense                                                          0                 (   6,736)
Interest fee expense                                            ( 69,090)                (  89,184)
                                                              -----------               ----------
Net income (loss) before provision for income taxes             (896,335)                1,636,264

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

Net income (loss) available to members                          (896,335)                1,636,264
                                                             ===========                ==========

Net income (loss) per unit                                      $ (21.83)                  $ 87.89

Weighted average of units outstanding                             41,067                    18,618
</TABLE>

Please see the notes to these financial statements.


<PAGE>

                      Hanseatic Discretionary Pool, L.L.C.
                             Statement of Cash Flows
           For the Years Ended December 31, 2001 and December 31, 2000

<TABLE>
<CAPTION>
                                                               31-Dec-01                 31-Dec-00
                                                             ------------               ----------
<S>               <C>                                          <C>                      <C>
Cash flows from (for) operating activities:

  Net income (loss0 available to members                        $(896,335)              $1,636,264

  Changes in other operating assets and liabilities:

  Clearing broker deposits                                       (320,832)              (3,084,650)
  Interest receivable                                               9,176               (   11,959)
  Commissions receivable                                              787               (      383)
  Commissions payable                                                   0                        0
  Accounts payable                                                  2,580                        0
  Net asset fees payable                                           18,000                    4,214
  Incentive fees payable                                         ( 89,537)                  89,537
  Interest fees payable                                          ( 14,476)                  12,255
                                                             ------------               ----------
Net cash used by operating activities                         ( 1,290,637)              (1,354,722)

Cash flows from (for financing activities:

  Subscriptions                                                 4,496,714                1,814,499
  Subscriptions pending                                       (   190,477)                 191,585
  Redemptions                                                 ( 3,077,280)              (  453,152)
                                                             ------------               ----------
Net cash provided by financing activities                       1,228,987                1,552,882

Net change in cash position                                   (    61,650)                 198,160

Cash balance at beginning of fiscal year                          229,400                  101,240
                                                             ------------               ----------
Cash balance at end of the period                                 237,750                  299,400

Supplemental disclosures of cash flow information:
  Interest fees paid during period                                 69,090                   74,708
  Income taxes paid during the period                                   0                        0
</TABLE>

Please see the notes to these financial statements


<PAGE>

                      Hanseatic Discretionary Pool, L.L.C.
                     Statement of Changes in Members' Equity
                    From January 1, 2000 to December 31, 2001
<TABLE>
<CAPTION>

                                                               Members'     Units       Net Asset
                                                               Equity    Outstanding    per unit
                                                              --------   -----------    ---------
<S>                                                         <C>               <C>        <C>
Net asset value at January 1, 2000                          $  534,909        15,853     $     34

   Subscriptions                                             1,814,449        13,518

   Redemptions                                              (  769,154)     (  2,751)

   Net income                                                1,636,264
                                                           -----------   -----------    ---------

Net asset value at December 31, 2000                         3,216,468        26,620     $    121

   Subscriptions                                             4,496,714        34,059

   Redemptions                                              (2,929,881)     ( 24,296)

   Net income                                               (  896,335)
                                                           -----------   -----------    ---------

Net asset value at December 31, 2001                         3,986,966        36,383      $   110
</TABLE>

Please see the notes to these financial statements

<PAGE>


Hanseatic Discretionary Pool, L.L.C.
Notes to the Financial Statements
For the Years Ended December 31, 2001 and December 31, 2000


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 Fund 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  principles  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.

Deposits with Clearing  Broker:  Includes the assets of the Fund on deposit with
the clearing futures  commission  merchant at December 31, 2001 and December 31,
2000. Cash balance reflects the amount of cash on deposit at the fiscal year end
and open trade  equity is the value of all open  futures  and  options  position
marked to the market using the closing settlement prices of the open futures and
options contracts at December 31, 2001 and December 31, 2000.  Deposits with the
clearing  broker are used to margin  open  positions  with the  Fund's  clearing
broker.

Subscriptions  pending:  Funds received from prospective members to the Fund are
accounted  for as  subscriptions  pending  until the  appropriate  paperwork and
verification  procedures have been  completed.  Upon  completion,  subscriptions
pending are transferred to members' equity.

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  excess  was
reimbursed to the Fund by the Fund's manager.

In April 2001 (See Note 7), 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 trailer  commission of approximately  4.0% annually (pad monthly at a
rate of .33333%) of the Fund's net asset value.  Trailer  commission paid by the
Fund for fiscal year 2001 was $174,169.  It is included in commission expense in
the statement of operations.

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 in turn pays the entirety


<PAGE>


of the net asset fee to Hanseatic Group,  the Fund's Trading Advisor.  Net asset
fees for the fiscal years 2001 and 2000 were $107,177 and $44,845, respectively.

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. Incentive fees
for the fiscal years 2001 and 2000 were $131,058 and $360,418, respectively.

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  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.

Recent  accounting  pronouncements-  In  June  2001,  the  Financial  Accounting
Standards Board (FASB) issued  Statement of Financial  Accounting  Standards No.
141, "Business  Combinations",  which mandates the purchase method of accounting
for business  combinations  effective July 1, 2001. Management believes that the
adoption of SFAS No. 141 will not materially impact the balance sheet, statement
of operations, and statement of changes in cash flows and stockholder equity.

In June 2001,  the FASB also  issued  Statement  No.  142,  "Goodwill  and Other
Intangible  Assets",  which  governs the  accounting  and reporting for acquired
goodwill  and  other   intangible   assets  at  acquisition  and  after  initial
recognition in the financial  statements  effective January 1, 2002.  Management
believes  that the  adoption  of SFAS No.  142 will not  materially  impact  the
balance sheet,  statement of operations,  and statement of changes in cash flows
and stockholder equity.

In October 2001,  the FASB also issued  Statement No. 144,  "Accounting  for the
Impairment  or  Disposal  of  Long  Lived  Assets",  which  supercedes  existing
standards  for this area of  accounting.  SFAS No. 144 is  effective  January 1,
2002.  Management believes that the adoption of SFAS No. 142 will not materially
impact the balance sheet,  statement of operations,  and statement of changes in
cash flows and stockholder equity.

Note 2. Fair Values of Financial Instruments

The carrying amounts of cash, pending subscriptions,  broker deposits,  interest
receivable,  accrued incentive and net asset fees, and accounts payable reported
in the balance sheet are estimated by management to approximate fair value.

Note 3. 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 4. Financial  Instruments with Off-Balance Sheet Risk and Concentrations of
        Credit Risk


<PAGE>


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.

As of December  31,  2001,  the fair value of the open  contracts of the Fund is
$48,687 and $201,987 at December 31, 2000.  The margin  required to be deposited
at the  clearing  broker to margin the Fund's open  positions  was  $568,000 and
$1,189,000 at December 31, 2001 and December 31, 2000, respectively.  During the
fiscal years ended  December 31, 2001 and December 31, 2000,  the Fund's average
open  position in exchange  traded  futures  and options  contracts,  based upon
month-end amounts, was approximately $ 97,000 and $109,000, respectively.

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 December 31,
2001.

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  entity of the relevant  exchange
and  performance  is  guaranteed  by the full  membership  of the  exchange or a
guaranty fund.

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 5. 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.

Note 6. Related Party Transactions

The Fund's pays a 2.0% annual net asset fee to the Fund's trading  advisor.  The
net asset fee is  assessed  on a monthly  basis at a rate of 0.1667%  per month.
During 2001,  the Fund paid a total of $107,177 in net asset fees.  During 2000,
the Fund paid a total of $45,845 in net asset  fees.  The Fund remits all of the
net asset fees to the  manager.  The manager then remits the entirety of the net
asset fees to the Fund's trading advisor.

The Fund also pays a quarterly  incentive  fee.  Incentive fees are based on new
net profits earned by the Fund. During 2001 the Fund paid a total of $131,058 in
incentive  fees.  During  2000,  the Fund paid a total of $360,418 in  incentive
fees. The Fund pays all of the incentive  fees to the manager.  The manager then
remits  fifty-percent  (50%) of the total  incentive  fees to the Fund's trading
advisor.


<PAGE>


In fiscal  year 2000 and for the first  three  months of fiscal  year 2001,  the
manager  received a portion of the commissions  paid by the Fund to its clearing
broker.  During the first three months of fiscal year 2001, the manager received
a  commission  payout from the Fund's  clearing  broker of $15,093 (see Note 7).
During  fiscal year 2000,  the  manager  received a  commission  payout from the
Fund's clearing broker of $36,962.

Note 7. 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  commissions  the Fund pays to its  clearing  futures  commission
merchant. Instead, the 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 manager.  Instead,  all interest income earned on Fund assets
accrued to the Fund.

Note 8. Net Income Per Unit

The Fund  calculates  net income per unit  based  upon the  weighted  average of
membership  units  outstanding  during  the  fiscal  year.  There  are no  other
financial  instruments  outstanding  that are convertible  into units during the
fiscal years 2001 and 2000. The following table is a detail of membership  units
and the average  weighted  membership  units  outstanding for fiscal years ended
December 31, 2001 and December 31, 2000.

                                                    2001             2000
                                                   -------          ------

Units outstanding                                   36,383          26,620

Weighted average of units outstanding               41,067          18,618


Note 9. 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 that are redeemed within the first six months of subscription  are charged
a 4% early withdrawal fee. Units that are redeemed between the 6th month and the
12th month following  subscription  are charged a 3% early withdrawal fee. There
are no  early  withdrawal  fees for  units  that are  redeemed  after 12  months
following subscription.




<PAGE>


Note 10. Net Asset Value per Unit

Net Asset 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 units  outstanding  at
the end of the reporting period.

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



<PAGE>



                                     PART IV

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
March 26, 2001.

                                    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              March 28, 2002
----------------------    of the Managing Member
Simcha Bluth

/s/ Randall L. Shell      Chief Operating Officer,         March 28, 2002
----------------------    Chief Financial and
Randall L. Shell          Accounting Officer,
                          Director of the Managing
                          Member