SecProbe.io

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		December 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 Fund, LLC
     	        Amendment No. 2 to Form 10-SB
  	        Form 10-QSB for September 30, 2004
                    File No. 0-50893
	        Filed on November 18, 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.

Form 10-QSB
Financial Statements

1. Please revise to include a statement of operations and
statement
of cash flows for both the three and nine month periods ended
September 30, 2004.  Disclose in the footnotes why comparable
information for 2003 is not included. Refer to Item 310(b) of
Regulation S-B.

Note 2 - Summary of Significant Accounting Policies - page 8

2. Please revise to identify the specific nature of the capital
issuance costs you have deferred, the amount of these costs
included
in your balance sheet, where you have classified them in you
balance
sheet and your policy for amortizing them.  Your revisions should
clarify the authoritative basis for deferring these costs and the
basis for your apparent change in accounting policy.  Provide
similar
disclosures and discussions in MD&A.

3. Please present the amortization of these costs as an adjustment
to
reconcile net income to net cash provided by operations in your
statement of cash flows.

Note 4 - Related Party Transactions - page 14

4. We note you incurred approximately $12,000 during the quarter
for
costs in connection with the offering of units, of which the
majority
consisted of accounting and filing costs relating to the
registration.  Please revise to disclose the basis for recording
these as contra equity amounts or revise to reflect these expenses
in
the statements of operations as period costs.

Note 5 - Concentrations - page 15

5. Please revise to disclose how your bank balances in excess of
federally insured amounts expose you to credit risk.

Part 1 Item 3. Controls and Procedures - page 16

6. Please revise to include the information required by Item 307
of
Regulation S-B.  The certifications filed as exhibits 31.1 and
31.2
expressly state that the required information is disclosed in your
quarterly report (see paragraphs 4(c) and (d) of Exhibits 31.1 and
31.2); however, we are unable to locate this information. In this
regard, the disclosures should add a paragraph indicating, "the
principal executive officer and the principal financial officer
have
evaluated the disclosure controls and procedures and have
concluded
that they are effective as of the end of the period ending
September
30, 2004". If they were not effective, that should be stated

	 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.

	Please provide the above requested acknowledgement in your
next
correspondence to us.

      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) 942-1796.

						Sincerely,

						David S. Lyon
						Senior Financial Analyst

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Lakeside Mortgage Fund, LLC
Page 3

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