SecProbe.io

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		September 14, 2004

Via facsimile and U.S. Mail

Mr. William F. Webster
President
Lakeside Mortgage Fund, LLC
443 Redding Drive, Suite 240
Redding, CA  96002

        Re:  Lakeside Mortgage Fun, LLC
     	        Amendment No. 1 to Form 10-SB
                    File No. 0-50893
	        Filed on October 6, 2004

Dear Mr. Webster:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information we may have additional comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

    	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Description of Business
Introduction - page 2

	1. 	Revise the last sentence of the first paragraph to clarify
that September 2003 was when funds from your sale of units were
released from escrow.

2.	The staff notes that funds were being raised pursuant to an
intrastate offering beginning February 24, 2003.  However, the
offering circular filed as an exhibit is dated March 1, 2004.  Please
supplementally reconcile this situation.

3.	Where you discuss your offering in detail, disclose how you are
selling the units and disclose the amount of broker or other
commissions paid on the proceeds.  In addition, supplementally advise
the staff as to whom the commissions were paid and whether or not
they were affiliates of the Company.  Please also supplementally
advise the staff why the name of the broker/dealer was not included
in the most recent offering circular since the Company had an
agreement in place at that time.

4.	Revise the first paragraph on page 4 to clarify how members
receive profits.  In this regard, explain, if true, that members are
credited with their entire investment but are not eligible for any
profits until their investment is invested in mortgage loans.  Noting
that a significant amount of funds are uninvested at 3/31/04, revise
to explain how members are notified that their investments have been
invested.  Explain what happens to the earnings resulting from non-
mortgage investments.

5.	It appears that you, Mr. Webster may be the sole person, or one
of a few, involved in all of Lakeside`s operations and those of
affiliated companies with which Lakeside deals.  Please revise this
section to disclose the extent of this situation.

6.	Where appropriate, in one place, identify and describe all of
the various companies with which Lakeside and you, Mr. Webster, are
associated, disclose any working relationships between these
companies and describe your work for each.  We note some related
information such as at the top of page 12.

7.  As warranted, provide disclosure that indicates your level of
professional competence in each component business that supports
Lakeside.

8.	If significant, disclose the extent to which these companies are
dependent upon each other for their business.

9.	If there are affiliated companies similar to Lakeside, disclose
how it is decided which loans will be purchased or made by Lakeside.

10.  Indicate the amount of time you spend working as manager of
Lakeside and, if warranted, disclose the consequences to Lakeside
should it lose your services, either as manger or in functions for
other affiliated, related companies.

11. Where appropriate, disclose whether the manager has waived any
payments.  Also, give the dollar amount of any waived payments.

Results of Operations - page 4

12.  Revise the second paragraph to disclose whether or not all
borrowers are current on their payments as of June 30, 2004.  Discuss
any problems.

13.  Revise to disclose whether the loans are all newly originated
and, if not, indicate when originated.

Company Lending Standards ...page 5

14.  Much of this section reads prospectively, as if you have not
conducted any business.  This is also true in other places.
Carefully revise each section to reflect your actual practice.  Note,
for example, the following matters.

15.  At June 30, 20040/04, give the average term of loans, average
rate, average LTV, and, whether or not they are current as to
principal and interest and the payment terms.

	16.  Revise the appraisal paragraph on page 7 to disclose if any
loans have been made without independent appraisals and, if so,
provide the details.  In addition, disclose the Company policies
without regard to updating the appraisals during the loan term.

17.  Revise Item 3 to disclose the amount collaterized by first deeds
of trust, second, etc.

	18.  Revise Item 8 to indicate the number and outstanding
amounts of loans with affiliates as of June 30, 2004.

19.   Revise Item E to disclose whether or not any of these
activities have occurred as of June 30, 2004.

General Standards for Mortgage Loans - page 5

20.   Please revise to disclose and discuss the commercial purposes
for which you make loans.

21.  Please revise to clarify your reference to investing in loans.
Do you mean originate or purchase?

	22.   Please revise to disclose and discuss the characteristics
of the certain wrap-around loans in which you may invest.

Loan to Value Ratios - page 6

23.   Please revise to clarify why market value analyses performed by
someone other than an independent third party appraiser are of any
value and discuss the significant risks associated with such reports.
Discuss why such valuations are obtained since it appears management
has sole discretion in loan making decisions.

Priority of Mortgages - page 7

24.  Please revise to identify the types and amounts of loans made in
which the proceeds where used to cure defaults under senior liens.
Ensure you include updated disclosures in future periodic reports.

Loans to Related Parties - page 8

	25.  Please revise to further discuss the manager`s obligation
to purchase related party loans in default.  Has the manager provided
any financial guarantees such as pledged assets or letters of credit?
Clarify how performance under this obligation will be perfected.

Reserve Fund - page 8

	26.  Please revise to provide an expanded discussion of the
circumstances under which this reserve could be created.  Discuss how
such a reserve would effect distributions to unit holders.

The Offering of Membership Interests - page 9

	27.  Revise Item 3 to indicate how many of the 115 current
members have opted for compounding and disclose whether those members
have a priority over uninvested members funds with regard to first
use, whether they immediately get an increase in their proportionate
share of the profits.

	28.  Where appropriate, disclose the total dollar amount of
payments to unit holders and the percentage return, both as of June
30, 2004.

	29.  Please revise to discuss what would happen if the permit
issued by the California Department of Corporations was not renewed.

Plan of Distribution - page 11

	30.  Supplementally advise the staff as to the authority for the
manager to sell the units in the intrastate offering.  As
appropriate, specifically refer to Rule 3a4-1 of the Exchange Act.

Potential Conflicts of Interest - page 13

	31.  Revise the disclosures on page 14 regarding loans to
affiliates to disclose the interest rates on the loans, the terms,
and whether they are current as to principal and interest as of
6/30/04.  In addition, disclose the affiliated entity recipient of
the second loan.

Company Loans to Related Parties - page 14

	32.  Please revise the Business section to discuss loan
participation activity, both purchased and sold.  For purchased
participations, discuss how you monitor credit quality of the
underlying loans.

Risk Factors - page 15

	33.   While not required, please move the risk factor to a
forward point in the document.  This is important information that an
investor needs as they read the document.  Consider placing it after
the description of business section.

	34.  Provide each risk factor with an appropriate caption that
describes the risk.

No Market for Units - page 15

	35.  Revise the disclosure to indicate that no resales will be
permitted until 9 months after the last issuance under this offering.

Directors and Executive Officers - page 19

	36.  Please ensure that each bio identifies the employers during
the last 5 years.

	37.  With regard to Mr. Armitage`s facilitation in selling the
units through AGA and ePlanning, please disclose what these entities`
do in issuing the units and their compensation arrangement with the
Company.

	38.  Please revise to add Mr. Nelson to the Compensation table
as he holds a Vice-President`s position.

Remuneration of directors and Officers - page 22

	39.  Please provide a listing of each component form of
compensation payable to each person identified.  For each, give the
percentage amount payable, this amount in dollar terms, and the
dollar amount actually paid.

Securities Being Registered - page 22

	40.  Revise the section on withdrawals from the Company and the
definition of the capital account to state, if true, that a member`s
capital account will be the initial investment, plus any reinvested
earnings plus any undistributed earnings.  If otherwise, revise the
disclosure and advise us supplementally as to the basis for any
alternative.

Recent Sales - page 26

	41.  Supplementally advise the staff as to how long the training
commission is payable, whether the manager or members bear the cost
and, if the members, on what amount if the trailing commissions paid,
e.g., only their original investment, etc.

Financial Statements
General

	42.  Please refer to paragraphs 30 and 31 of Rule 5.02 of
Regulation S-X and revise your balance sheet to provide the captions
set forth therein.  Also, offering costs should be offset against the
securities issued.

	43.  Please revise your statement of members` equity in the form
of reconciliation for each major category of a beginning balance to
an ending balance with all significant reconciling items described by
appropriate captions.  Refer to Rule 3-04 of Regulation S-X.

	44.  Please revise the face of the financial statements to refer
to September 26, 2003 as the date of inception, as applicable.

	45.  Please revise the footnotes to the financial statements to
disclose how the amount of the distribution of profits was
determined.  See our comment above on the format of the statement of
members` equity and ensure your revisions reflect changes in equity
resulting from profits distributed and profits reinvested.

Note 1 - Organization - page 34

	46.   Please revise to describe all situations which would
result in the manager not being required to allocate profits and
losses on a monthly basis, such as would be the case in the creation
of a reserve fund.

Note 2 - Summary of Significant Accounting Policies
Loans Secured by Deeds of Trust - page 36

	47.  Please revise to clarify why you recognize interest income
on loans under the simple interest method.  Refer to SFAS 91 and
disclose your accounting policy for loan origination costs.

Interest Reserve Account - page 37

	48.  Please revise the balance sheet to separately disclose
these funds and to identify them as restricted.

Note 4.  Related Party Transactions - page 42

	49.  Please revise to disclose the amount and balance sheet
classification of commissions payable to brokers at the end of the
period.

Unaudited Financial Statements as of and for the Quarter Ended March
31, 2004

	50.  Please revise these financial statements based on the
comments issued on your audited financial statements.

	51.  Please remove the reference, "For Internal Management Use
Only", from these financial statements.

	52.  Please revise the footnotes to disaggregate the management
fees paid during the period based on the fee type.

General Accounting Comments

	53.  Please revise to update your financial statements to comply
with Item 310(g) of Regulation S-B.

	54.  Please revise to include the loan disclosures required by
Item III of Industry Guide 3, with appropriate updating as of the
most recently completed fiscal quarter.  Please disaggregate your
disclosures by loan type and by the nature of your security interest
(i.e., first, second or third deed of trust or other security,
identifying that interest).  Also, as your loan experience increases,
please ensure that you include the credit quality disclosures of Item
IV of the Guide.

General

File an amendment in response to our comments within 15 days of the
date of this letter. Also, provide a letter that indicates by page
number where you have responded to each of the above comments.  If
you believe a comment is inappropriate or inapplicable, indicate your
position and the basis for your position in your letter.  We may have
additional comments after we have reviewed your revised materials and
your response to our comments.

	Questions on any accounting issues should be directed to Heidi
Smetzer at (202) 824-5463 or to Paul Cline, Senior Accountant at
(202) 942-1782. All other questions may be directed to Michael
Clampitt at (202) 942-1772. In this regard, do not hesitate to
contact Todd Schiffman, Assistant Director, Office of Financial
Services (202) 942-1760.

						Sincerely,

						David S. Lyon
						Senior Financial Analyst

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(.continued)

Mr. W. Webster
Lakeside Mortgage Fund, LLC
Page 1

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