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, 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)

     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:     $(181,673)
                                                             ----------

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  October  30,  2002,  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 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 January 1. 2002  through  December  31,  2002,  units  aggregating
$418,203.18 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 Pool operators,"  "futures  commission
merchants,"  "introducing  brokers" and their respective  associated persons and
"floor  brokers." The Act requires  "commodity Pool operators," such as PMSI and
commodity brokers or "futures commission merchants" such as the Fund's commodity
broker to be registered and to comply with various  reporting and  recordkeeping
requirements. Pool Management Services, Inc., or "PMSI" and the Fund's commodity
broker are members of the NFA. The CFTC may suspend a commodity Pool  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  Pool 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 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.
<PAGE>

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.
                                     PART II

ITEM 5.     MARKET FOR THE 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,  2002,  the Fund had 57 members  and
25,003.2889668403 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, 2002.
<PAGE>

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, 2002

During 2002, the Fund's gross trading  losses were $3,826  compared to a loss of
$746,479  for  2001.  At  certain  times,  market  conditions  prove  to be more
favorable for  Hanseatic's  trading models than at other times.  Although market
conditions  remained difficult for Hanseatic's trading models during 2002, gross
trading losses narrowed  considerably.  During 2001, market conditions were less
favorable  (as they  relate to  Hanseatic's  trading  models)  and thus the Fund
realized substantial trading losses.

Loss from operations in 2002, after deducting net asset fees,  commissions,  and
incentive fees was $182,673. The net Loss from operations for 2001 was $896,335.

The  following  is an  explanation  of the types of fees the Fund paid in fiscal
years 2002 and 2001:

         a.       Net Asset  Fee:  During  2002,  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  2002 these fees  totaled  $181,240.  During
                  2001, net asset fees totaled $235,235.

                  The reason for the decrease in the net asset fees from 2001 to
                  2002 was the decrease in the net asset value of the Fund.  The
                  lower the total  net  asset  value of the Fund,  the lower the
                  total net asset fees will be.
<PAGE>

         b.       Interest  Income:  During  2002,  the Fund's  interest  income
                  totaled $31,932. 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.

                  On a proportionate  basis,  there was a decrease in the amount
                  of interest  Income  received  from fiscal year 2001 to fiscal
                  year 2002.  There were two reasons for this  decrease:  1) The
                  net asset  value of the Fund  decreased.  Since the Fund's net
                  asset  value  decreased  between  the years,  there were fewer
                  assets  available  upon which to earn  interest.,  2) Interest
                  rates paid on assets  declined.  The  period  2001 to 2002 was
                  marked by a sustained  decline in interest rates.  The decline
                  in  interest  rates led to a  sustained  decline  in  interest
                  income.

After  adding  other  commission  rebates  (if  any)  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 2002 of $182,673. For 2001,
the Fund  realized a net loss of  $896,335.  On a per unit basis,  the Fund lost
$6.97 per unit in 2002 as compared to a profit of $21.83 per unit in 2001.

Comparing  fiscal year 2002 to fiscal year 2001, the Fund realized a decrease in
the size of its loss from operations. This decrease is largely attributed to the
Fund's  realizing a  significantly  smaller  gross  trading loss during 2002, as
compared to the fund  realizing  larger gross trading  losses during fiscal year
2001.

Discussion of Financial Condition: Liquidity and Capital Resources

At December 31, 2002 total member equity was  $2,820,286  compared to $3,986,966
at December 31,  2001,  a decrease of 34.6%.  The decrease was due to the net of
subscriptions and redemptions  during the year.  During 2002,  3,975.81015976068
units were issued for proceeds of $418,203.  The Fund  redeemed  14,281.09641759
units for $1,617,210.  In addition, the net loss from trading and operations was
$182,673.

Cash on hand was  $196,596 at December  31,  2002 as compared  with  $237,750 at
December 31, 2001.  During the year ended  December 31, 2002,  the Fund received
net redemptions over subscriptions of approximately $1,199,007.00. Approximately
$3,826  in  losses  were  generated  from  trading  in 2002.  The Fund  withdrew
approximately $1,325,804 from deposit at the clearing FCM during 2002.

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.
<PAGE>

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  entity"  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 entity.  However,  even though the foreign exchange  clearing
entity does handle some of the Fund's 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  entity or it is received  from that  clearing  entity.  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  entity 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.
<PAGE>

Monitoring and Minimization of Risk

Since the Fund  executes  trades on foreign  exchange  markets,  the manager has
established  procedures to monitor and attempt to 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 Fund's  clearing
                  firm,  who is charged  with the task of  executing  the Fund's
                  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

<PAGE>

                  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 Pool 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 Pool  Management  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 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.
<PAGE>

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.  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 company  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  to the  Fund,  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 received for acting as the Fund's managing member.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
               --------------------------------------------------------------

        (a)     Security  Ownership of Certain Beneficial Owners. As of December
                31, 2002, 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, 2002, Pool
                Management  Services,  Inc. owned  416.2704288  Units of limited
                liability company Interests (approximately 1.14%) having a value
                of $43,399.  Units of limited  liability  company interests will
                always be owned by PMSI in its capacity as managing member.
<PAGE>

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                     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.


<PAGE>





                                    PART F/S

                      Hanseatic Discretionary Pool, L.L.C.
                          Audited Financial Statements
           For the Years Ended December 31, 2002 and December 31, 2001


                                      INDEX



                                      Page

Independent Auditor's Report                                       12

Certifications                                                     13

Financial Statements

         Statement of Financial Condition (Balance Sheet)          15

         Statement of Operations                                   16

         Statement of Cash Flows                                   17

         Statement of Changes In Members' Equity                   18

Notes To Financial Statements                                      19-23





<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, 2002 and December 31, 2001 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 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, 2002 and December 31, 2001 and the results of operations,
changes in members' equity and cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.





/s/ Brian Donahue
--------------------------


Monmouth Beach, New Jersey
March 24, 2003




<PAGE>



                                 CERTIFICATIONS

The undersigned, severally, certify that:

1.       We have  reviewed  this annual report on Form 10-KSB for the year ended
         December   31,  2002  of  the   Hanseatic   Discretionary   Pool,   LLC
         ("registrant");

2.       Based on our  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on our knowledge,  the financial statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       We are responsible for establishing and maintaining disclosure controls
         and  procedures  and internal  controls and  procedures  for  financial
         reporting  (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
         registrant and we have:

         a)       Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the  issuer  is made  known  to us by  others  particularly
                  during the period in which this report is being prepared;

         b)       Designed such internal  controls and  procedures for financial
                  reporting, or caused such internal controls and procedures for
                  financial reporting to be designed under their supervision, to
                  provide reasonable assurances that the registrant's  financial
                  statements are fairly  presented in conformity  with generally
                  accepted accounting principles;

         c)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and procedures  and internal  controls and procedures
                  for financial reporting as of the end of the period covered by
                  this report ("Evaluation Date");

         d)       Presented   in  this   report   our   conclusions   about  the
                  effectiveness  of the  disclosure  controls and procedures and
                  internal controls and procedures for financial reporting based
                  on our evaluation as of the Evaluation Date;

         e)       Disclosed to the registrant's auditors and the audit committee
                  of  the  managers  (or  persons   fulfilling   the  equivalent
                  function):

                  (i)      All significant  deficiencies and material weaknesses
                           in the design or operation  of internal  controls and
                           procedures  for  financial   reporting   which  could
                           adversely affect the registrant's  ability to record,
                           process,  summarize and report financial  information
                           required to be  disclosed  by the  registrant  in the
                           reports  that it files or  submits  under the Act (15
                           U.S.C.   78a  et  seq.),   within  the  time  periods
                           specified  in  the  U.S.   Securities   and  Exchange
                           Commission's rules and forms; and
<PAGE>

                  (ii)     Any fraud,  whether or not  material,  that  involves
                           management or other  employees who have a significant
                           role  in  the  registrant's   internal  controls  and
                           procedures for financial reporting; and

         f)       Indicated  in  this  report  any  significant  changes  in the
                  registrant's  internal  controls and  procedures for financial
                  reporting or in other factors that could significantly  affect
                  internal controls and procedures for financial  reporting made
                  during  the  period  covered  by this  report,  including  any
                  actions taken to correct significant deficiencies and material
                  weaknesses   in  the   registrant's   internal   controls  and
                  procedures for financial reporting.

Date:    March 26, 2003


                            /s/ Simcha Bluth
                            -------------------------------------------
                            Simcha Bluth, President and Chief Executive Officer


                            /s/ Randall Shell
                            ----------------------------------------
                            Randall Shell, Vice President and Chief
                            Financial Officer

In connection with the pool's audited  financial  statements for the years ended
December  31,  2002 and 2001  contained  in this Annual  Report (the  "Financial
Statements"),  the undersigned  Simcha Bluth and Randall Shell,  Chief Executive
Officer and Chief Financial Officer,  respectively, of Pool Management Services,
Inc., Commodity Pool Operator and Manager of Hanseatic  Discretionary Pool, LLC,
certify  pursuant to 18 U.S.C.  Section  1350,  as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of their respective knowledge:

         (1)      The  Financial  Statements  comply  with the  requirements  of
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended; and

         (2)      The information  contained in the Financial  Statements fairly
                  presents,  in all material respects,  the financial  condition
                  and results of operations of the pool.

March 26, 2003


                           /s/ Simcha Bluth
                           -------------------------------------------
                           Simcha Bluth, President and Chief Executive Officer


                           /s/ Randall Shell
                           ----------------------------------------
                           Randall Shell, Vice President and Chief
                           Financial Officer

<PAGE>


                      Hanseatic Discretionary Pool, L.L.C.
                                  Balance Sheet
                  As of December 31, 2002 and December 31, 2001



                                                         31-Dec-02     31-Dec-01
                                                     -------------   -----------
ASSETS
  Current assets:
     Cash and short term marketable securities       $     196,596   $   237,750
     Deposits with clearing broker:                      2,583,431     3,909,235
     Prepaid operating fees                                 40,422             0
     Interest receivable                                       318         4,586
                                                     -------------   -----------
          Total Current Assets                           2,820,767     4,151,571
                                                     -------------   -----------
         Total Assets                                $   2,820,767   $ 4,151,571
                                                     =============   ===========
LIABILITIES

  Redemptions payable                                $     102,818   $   136,656
  Subscriptions pending                                     95,200         1,138
  Net asset fees payable                                    14,646        24,231
  Operating expenses payable                                 2,817         2,580
                                                     -------------   -----------
        Total Liabilities                                  215,481       164,605

MEMBERS' EQUITY (Units redeemable at the
   option of the unit holder)

Manager  (416 units at 12/31/02                      $      43,371   $    45,616
   and 416 units at 12/31/01)

Members (24,587 units at 12/31/02                    $   2,561,915   $ 3,941,350
   and 35,967 units at 12/31/01)
                                                     -------------   -----------
         Total Members' Equity                       $   2,605,286   $ 3,986,966

         Total Liabilities & Member's equity         $   2,820,767   $ 4,151,571
                                                     =============   ===========


Please see the notes to these financial statements.

<PAGE>


                      Hanseatic Discretionary Pool, L.L.C.
                             Statement of Operations
           For the Years Ended December 31, 2002 and December 31, 2001



                                                      31-Dec-02        31-Dec-01
                                                    -----------      -----------
Revenues:
   Gross realized trading gains (losses)             $  47,128       $ (581,975)
   Change in open trade equity loss                    (50,954)        (164,504)
                                                    -----------      -----------
   Total loss from trading                              (3,826)        (746,479)

Administrative expenses:
   Net Asset fees                                      181,240          238,235
   Operating expenses                                   29,539           17,717
                                                    -----------      -----------
Total administrative expenses                          210,779          255,952
                                                    -----------      -----------
   Income (loss) from operations                      (214,605)      (1,002,431)

Other income (expense):
    Interest income                                     31,932          173,755
    Rebates and other income                                 0            1,431
    Interest expense                                         0          (69,090)
                                                    -----------      -----------
Net loss before provision for income taxes            (182,673)        (896,335)

  Provision for income taxes                                 0                0
                                                    -----------      -----------
Net loss available to members                        $(182,673)      $ (896,335)
                                                    ===========      ===========


Net loss per unit                                    $   (6.97)      $   (21.83)

Weighted average of units outstanding                   26,208           41,067




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, 2002 and December 31, 2001




                                                        31-Dec-02     31-Dec-01
                                                       -----------    ----------
Cash flows from (for) operating activities:
         Net loss available to partners                $ (182,673)    $(896,335)

         Changes in other operating
           assets/liabilities:
           Clearing broker deposits                     1,325,804      (320,832)
           Interest receivable                              4,268         9,176
           Prepaid expenses                               (40,422)          787
           Operating expenses payable                        (237)        2,580
           Net asset fees payable                          (9,585)       18,000
           Incentive fees payable                               0       (89,537)
           Interest payable                                     0       (14,476)
                                                       -----------    ----------
       Net cash used by operating activities            1,097,629    (1,290,637)

Cash flows from (for) financing activities:
           Subscriptions received                         512,265     4,306,267
           Redemptions paid                            (1,651,048)   (3,077,280)
                                                       -----------    ----------
       Net cash provided by financing activities       (1,138,783)    1,228,987

       Net change in cash position                        (41,154)      (61,650)

Cash balance at beginning of fiscal year                  237,750       299,400
                                                       -----------    ----------
Cash balance at end of the fiscal year                 $  196,596    $  237,750
                                                       ===========    ==========

Supplemental disclosures of cash flow information:
     Interest paid during the 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
                    From January 1, 2001 to December 31, 2002




                                        Members'        Units        Net Value
                                         Equity      Outstanding      per unit
                                      ------------   -----------     ---------

Net Asset Value at January 1, 2001    $ 3,216,468      26,620           $121

              Subscriptions             4,496,714      34,059

              Redemptions              (2,829,881)    (24,296)

              Net loss                   (896,335)
                                      ------------   -----------     ---------
Net Asset Value at December 31, 2001  $ 3,986,966      36,383           $110

              Subscriptions               418,203       3,979

              Redemptions              (1,617,210)    (15,359)

              Net loss                   (182,673)
                                      ------------   -----------     ---------
Net Asset Value at December 31, 2002  $ 2,605,286      25,003           $104
                                      ============   ===========     =========


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, 2002 and December 31, 2001


Note 1.  Organization and Summary of Significant Accounting Policies

The Hanseatic  Discretionary Pool, LLC (the Pool) 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 Pool 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 Pool 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..

Deposits  with  Clearing  Broker:  Includes the assets of the Company on deposit
with the clearing futures commission  merchant at December 31, 2002 and December
31, 2001. 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, 2002 and December 31, 2001.  Deposits with the
clearing  broker are used to margin  open  positions  with the  Pool's  clearing
broker.

Subscriptions  pending:  Funds received from prospective members to the Pool 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 Pool's clearing  futures  commission  merchant.  In the event the
Pool paid a  commission  fee in excess of $30 per round  turn,  the  excess  was
reimbursed to the Pool by the Pool's manager.

In April 2001 (See Note 7), the fee  structure  of the Pool was  amended so that
Pool was charged an annual fixed commission rate of 5.8% of the Pool'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 Pool's net asset value.

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

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

Currency  conversion:   The  Pool  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 Pool has  elected  to be taxed as a  partnership  under  the
Internal Revenue Service Code.  Accordingly,  the individual members of the Pool
report the Pool's taxable income.

Recent  accounting  pronouncements-  In June 2002, the FASB issued SFAS No. 146,
"Accounting for Costs  Associated with Exit of Disposal  Activities"(SFAS  146).
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities. Under SFAS 146 companies will recognize a cost
associated with an exit or disposal activity when a liability has been incurred.
SFAS 146 also introduces  discounting the liability  associated with the exit or
disposal  activity  for the time  between the cost being  incurred  and when the
liability is ultimately  settled.  Management has concluded that the adoption of
SFAS 146  would not have had a  material  impact on the  Company's  fiscal  2002
financial position or results of operations.

In  October  2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of  Certain
Financial  Institutions"(SFAS  146).  The  statement  provides  guidance  on the
accounting for the  acquisition of a financial  institution  where the excess of
the fair  value of  liabilities  assumed  over the fair  value of  tangible  and
intangible assets acquired  represents  goodwill.  Management has concluded that
the adoption of SFAS 147 would not have had a material  impact on the  Company's
fiscal 2002 financial position or results of operations.

 In December 2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition   and  Disclosure"(SFAS  148).  The  statement  provides
alternative  methods of transition  for a change to a fair value based method of
accounting  for  stock-based  employee  compensation  and amends the  disclosure
requirements of SFAS 123. Management has concluded that the adoption of SFAS 148
would not have had a material  impact on the  Company's  fiscal  2002  financial
position or results of operations.

Note 2. Fair Values of Financial Instruments

The  carrying  amounts  of broker  deposits,  interest  receivable,  redemptions
payable and pending  subscriptions,  and net asset fees and  operating  expenses
payable reported in the balance sheet are estimated by management to approximate
fair value.
<PAGE>

Note 3. Allocation of Net Income

The net  income  or  loss of the  Pool 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

The Pool engages in speculative  trading in exchange  traded futures and options
contracts  that involve  varying  degrees of market and credit risk that exposes
the Pool 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, 2002,  the fair value of the open  contracts of the Pool is a
deficit  of $2,297  and a credit of $48,687 at  December  31,  2001.  The margin
required  to be  deposited  at the  clearing  broker to margin the  Pool's  open
positions  was $73,725 and  $568,000 at December 31, 2002 and December 31, 2001,
respectively.

The value of Pool'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,
2002.

The Pool 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 Pool seeks to mitigate
credit risk by conducting transactions in designated exchange traded futures and
options  contracts.  The Pool 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 Pool seeks to control  market  risk by  monitoring  all open  positions  for
adverse changes in market price on a real time basis. The Pool places protective
stop orders and, in some cases,  defensive  hedge  positions in order to protect
Pool assets.

Note 5. Other Concentrations of Credit Risk

The Pool has a  substantial  portion of its assets on deposit  with the clearing
futures commission merchant. The Pool'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 Pool'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 Pool's manager receives a net asset fee, which it pays, in its entirety,  to
the Pool's  Commodity  Trading  Advisor.  The  Pool's  manager  also  receives a
quarterly incentive fee. During fiscal years 2002 and 2001, the manager received
total net asset fees and incentive fees of $161,955 and $243,860, respectively.

During fiscal years 2002 and 2001, the Pool's manager  received a portion of the
commissions  paid to the  clearing  broker,  based  upon the  amount  of  trades
transacted by the Pool of $0 and $15,093, respectively.
<PAGE>

Note 7. Change in Pool's Fee Structure

In March 2001,  the  compensation  structure of the Pool was amended.  Under the
terms of the new compensation structure, the Pool's manager no longer receives a
portion of the commission charged to the Pool by the clearing futures commission
merchant  on trades  transacted.  Instead the Pools  manager  receives a trailer
commission  that is part of the 5.8%  annual  fixed  commission  fee paid by the
pool. The Pool'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 Pool'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
Pool'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 Pool's operating expenses that exceed 1% of the annual average
net asset value of the Pool.

Additionally,  after March 2001,  interest income earned on Pool assets would no
longer be paid to the Pool manager, but would instead accrue to the Pool.

Note 8. 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 during the
fiscal years 2002 and 2001. The following table is a detail of membership  units
and the average  weighted  membership  units  outstanding for fiscal years ended
December 31, 2002 and December 31, 2001.

                                              2002              2001
                                              ----              ----

Outstanding at December 31st                25,003            36,383

Weighted Average outstanding                26,208            41,067


Note 9. Redemptions

Members  may  redeem  any part or all of their  units in the pool  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 Pool 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.

Note 10. Net Asset Value per Unit

Net Asset Value per unit is  calculated  by dividing  the Net Asset Value of the
Pool at the end of the reporting period by the number of pool units  outstanding
at the end of the reporting period.

The Net Asset Value of the pool is equal to: Existing pool 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 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 24, 2003.
                                    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 26, 2002
----------------------    of the Managing Member
Simcha Bluth

/s/ Randall L. Shell      Chief Operating Officer,         March 26. 2002
----------------------    Chief Financial and
Randall L. Shell          Accounting Officer,
                          Director of the Managing
                          Member