U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2005


           [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
                             SECURITIES ACT OF 1934


                        Commission file number 000-50893

                           LAKESIDE MORTGAGE FUND, LLC
                 (Name of Small Business Issuer in its Charter)


         California                                           52-2387294
(State or other jurisdiction of                            (I.R.S. Employer
 Incorporation or organization)                           Identification No.)


            443 Redcliff Drive, Suite 240, Redding, California, 96002
                     (Address of Principal Executive Office)

                                 (530) 226-5850
                           (Issuer's Telephone Number)


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


Transitional Small Business Disclosure Format (Check One): Yes [X]  No [ ]

                                      -1-
<PAGE>

                                TABLE OF CONTENTS


Part I - Financial Information

         Item 1 Financial Statements                                        3

         Item 2 Management's Discussion and Analysis or Plan of Operation  18

         Item 3 Controls and Procedures                                    19


Part II - Other Information

         Item 1 Legal Proceedings                                          23

         Item 2 Changes in Securities                                      23

         Item 3 Defaults Upon Senior Securities                            23

         Item 4 Submission of Matters to a Vote of Security Holders        24

         Item 5 Other Information                                          24

         Item 6 Exhibits                                                   24

         Signatures 25




                                      -2-

<PAGE>

Item 1. Financial Statements and Notes

                           Lakeside Mortgage Fund, LLC
                    (A California Limited Liability Company)

                           BALANCE SHEETS (Unaudited)
                            September 30, 2005 & 2004


<TABLE>
<CAPTION>
                                                                                     2005           2004
                                                                                  ----------     ----------
                                         ASSETS
<S>                                                                               <C>            <C>
        Cash and cash items                                                       $1,170,913     $  798,383

        Loan interest reserve (restricted)                                           245,685        136,566

        Accrued interest receivable & other assets                                    46,146         12,764
        Loans secured by trust deeds - related parties (Notes 3 and 4)               982,000        482,000
        Loans secured by trust deeds - others, net of allowance for bad debts
        amounting to $ 45,700 and $ 0  (Notes 3 and 5)                             7,416,985      2,852,185
                                                                                  ----------     ----------

TOTAL ASSETS                                                                      $9,861,729     $4,281,898
                                                                                  ==========     ==========

                                          LIABILITIES AND MEMBERS' EQUITY

        Accounts payable and accrued liabilities                                  $   27,394     $    2,173

        Uninvested subscriptions                                                     692,169        565,259

        Deferred interest on loans secured by trust deeds                            245,685        136,566
                                                                                  ----------     ----------

         Total liabilities                                                           965,248        703,998
                                                                                  ----------     ----------

        Members' contributions, net                                                8,852,662      3,553,722

        Retained earnings                                                             43,819         24,178
                                                                                  ----------     ----------

        Total members' equity (Note 4)                                             8,896,481      3,577,900
                                                                                  ----------     ----------

TOTAL LIABILITIES AND MEMBERS' EQUITY                                             $9,861,729     $4,281,898
                                                                                  ==========     ==========
</TABLE>


See accompanying notes

                                      -3-
<PAGE>


                           Lakeside Mortgage Fund, LLC
                    (A California Limited Liability Company)

                      STATEMENTS OF OPERATIONS (Unaudited)
                For the quarters ended September 30, 2005 & 2004

<TABLE>
<CAPTION>
                                                          2005                        2004
                                                ------------------------     -----------------------
                                                July-Sept      Jan-Sept      July-Sept     Jan-Sept
                                                ---------      ---------     ---------     ---------
<S>                                             <C>            <C>           <C>           <C>
Revenues

     Interest income                            $ 226,203      $ 580,840     $  75,355     $ 158,966
                                                ---------      ---------     ---------     ---------

     Total revenues                               226,203        580,840        75,355       158,966
                                                ---------      ---------     ---------     ---------
Operating Expenses

     Professional fees - accounting & taxes         6,300         18,883         3,000         3,000

     Advertising                                      750          2,500          --            --

     Provision for loan losses                     13,164         38,600          --            --

     Management fees (Note 4)                      17,734         44,079         6,352        18,717

     Permits fees & licenses                          750          4,748          --            --

     Printing                                         600          3,159          --            --

     Legal                                            (10)         2,067          --            --

     Trailer commissions                            4,500         11,796          --            --

     Conference & seminars                           --            1,000          --            --
     Other operating expenses                       3,040          3,840           125           145

     Taxes                                            450          2,750          --            --
                                                ---------      ---------     ---------     ---------

     Total operating expenses                      47,278        133,422         9,477        21,862
                                                ---------      ---------     ---------     ---------

Net income                                      $ 178,925      $ 447,418     $  65,878     $ 137,104
                                                =========      =========     =========     =========
</TABLE>

                                      -4-
<PAGE>

                           Lakeside Mortgage Fund, LLC
                    (A California Limited Liability Company)

                    STATEMENTS OF MEMBERS' EQUITY (Unaudited)
                For the quarters ended September 30, 2005 & 2004


<TABLE>
<CAPTION>
                                                             Members'        Retained
                                                          Contributions      Earnings           TOTAL
                                                           -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>
Balance, June 30, 2005                                     $ 7,856,762      $    36,616      $ 7,893,378

          Contributions                                      1,323,469                         1,323,469

          Costs incurred in raising capital                    (30,472)                          (30,472)
          Reinvestment of members' share of net income         120,922          120,922
          Withdrawals by members                              (418,019)                         (418,019)

          Net income                                                            178,925          178,925

          Cash distribution                                                    (171,721)        (171,721)
                                                           -----------      -----------      -----------

Balance, September  30, 2005                               $ 8,852,662      $    43,819      $ 8,896,482
                                                           ===========      ===========      ===========

Balance, June 30, 2004                                     $ 2,523,545      $    17,232      $ 2,540,777

          Contributions                                      1,047,600                         1,047,600

          Costs incurred in raising capital                    (60,289)                          (60,289)

          Reinvestment of members' share of net income          42,866                            42,866
          Net income                                                             65,878           65,878

          Cash distribution                                                     (58,932)         (58,932)
                                                           -----------      -----------      -----------

Balance, September 30, 2004                                $ 3,553,722      $    24,178      $ 3,577,900
                                                           ===========      ===========      ===========
</TABLE>

see accompanying notes

                                      -5-
<PAGE>

                           Lakeside Mortgage Fund, LLC
                    (A California Limited Liability Company)

                            Statements of Cash Flows
                      For the quarters ended September 30,

<TABLE>
<CAPTION>
                                                          2005                              2004
                                              ----------------------------      ----------------------------
                                               July-Sept         Jan-Sept         July-Sept        Jan-Sept
Cash Flows from Operating Activities:
<S>                                           <C>              <C>              <C>              <C>
     Net income from operations               $   178,925      $   447,418      $    65,878      $   137,104

     Provision for bad debts                       13,164           38,600             --               --


     Accrued interest receivable                  (30,855)         (31,966)            (755)         (10,927)

     Loan interest reserves (restricted)           77,184          (10,063)         (79,528)        (129,662)
     Accounts payable and other
     liabilities                                    9,865           11,873            2,173            1,576

     Deferred interest receivable                 (77,184)          10,063           79,528          129,662
                                              -----------      -----------      -----------      -----------

     Sub total                                    171,099          465,925           67,296          127,753
                                              -----------      -----------      -----------      -----------

Cash Flows from Investing Activities:
     Investment in related parties' notes
     receivable                                      --               --               --           (307,000)
     Notes receivable secured by real
     estate- non related parties                 (603,749)      (3,428,196)        (847,770)      (2,472,185)

     Short term commercial papers                    --               --               --               --
                                              -----------      -----------      -----------      -----------

     Sub total                                   (603,749)      (3,428,196)        (847,770)      (2,779,185)
                                              -----------      -----------      -----------      -----------

Cash Flows from Financing Activities:

     Investors' subscriptions                     499,880          457,428          197,783          393,904

     Members' contributions                     1,444,391        4,168,188        1,090,466        2,875,114
     Costs incurred in raising capital &
     commissions, net                             (30,472)        (145,217)         (60,289)        (182,472)

     Withdrawals by members                      (418,019)        (438,019)            --               --
                                              -----------      -----------      -----------      -----------

     Cash distributions to members               (171,721)        (423,359)         (58,932)        (118,285)
                                              -----------      -----------      -----------      -----------

     Sub total                                  1,324,059        3,619,021        1,169,028        2,968,261
                                              -----------      -----------      -----------      -----------

Net Change in Cash during the Period              891,409          656,749          388,554          316,829

Cash in Bank, Beginning of Period                 279,504          514,164          409,829          481,554
                                              -----------      -----------      -----------      -----------

Cash in Bank, End of Period                   $ 1,170,913      $ 1,170,913      $   798,383      $   798,383
                                              ===========      ===========      ===========      ===========
</TABLE>

                                      -6-
<PAGE>

                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

Note 1 - Organization and Description of Business

Lakeside Mortgage Fund, LLC (the "Fund"), a California limited liability company
was formed on December 4, 2002 under the California Beverly-Killea Limited
Liability Company Act (the "Act") to conduct any lawful business for which a
limited liability company may be organized under the Act, including investment
of the Fund's cash and making or investing in notes, mortgages and loans to
members of the general public secured by deeds of trust on real estate
properties located primarily in the State of California.

The Fund will continue to operate indefinitely until dissolved and terminated by
vote of Members holding a majority of the outstanding membership interests, with
the concurrence of the Fund Manager.

The Fund began operations on September 26, 2003. Fiscal year 2003 was the first
year during which the Fund is considered an operating company. Prior to
September 26, 2003, the Company had been in the development stage. The fiscal
year of the Fund ends on December 31.

The Fund's operation plan is to continue to seek investors and use those
proceeds to fund suitable loans consistent with the Fund's lending criteria.
Management believes qualified investors will continue to invest in the Fund so
that the Fund will continue to raise capital from such investors, and invest
such capital in commercial mortgage loans.

The Manager of the Fund is Lakeside Financial Group, Inc. ("Lakeside"), a
California corporation formed for the purpose of managing the Fund. Lakeside was
incorporated in August 2002 and began doing business in November 2002. Lakeside
is not a Member of the Fund, and is owned by shareholders who are not members of
the Fund.

The profit or loss of the Fund is allocated to the Members in proportion to
their respective Percentage Interest. The Manager is required to allocate to the
Members all profits and losses realized by the Fund during the month as of the
close of business on the last day of each calendar month, in accordance with
their respective Percentage Interests and in proportion to the number of days
during the calendar month that they owned the interests.

Cash available for distribution is the equivalent of net income during the
calendar month using the accrual method of accounting and in accordance with US
generally accepted accounting principles. Monthly, the Fund provides statements
of account to Members and distributes or reinvests amounts equal to the Members'
proportionate share of the Fund's accrued net income during such month. Accrued
net income means the excess of accrued income from operations and investment of,
or sale or refinancing or other disposition of, Fund assets during such calendar
month over the accrued operating expenses of the Fund during such month,
including any adjustments for bad debt reserves, accrued Fund's operating
expenses or other reserves for

                                      -7-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

expenses and losses as the Manager may deem appropriate or for which the Manager
believes it to be in the best interests of the Fund, all determined in
accordance with generally accepted accounting principles. The Manager is
required to allocate funds only to the extent that funds are available. The Fund
distributes cash available for distributions in an amount equal to their
respective allocable shares of Fund net profits during such month, and the
balance of Fund net income is credited to the capital accounts of Members who
elect to compound earnings.

Fund Members are allowed to withdraw from the Fund and receive a return of the
amount in their capital accounts only after 12 months from the date of admission
into the Fund ("Holding Period"). Members must give a 60-day written notice
prior to withdrawing and payments to any withdrawing member are limited to $
25,000 per quarter. After the Holding Period, Members may withdraw and receive a
return of their capital accounts subject to the availability of cash in the
Fund, and subject to the following penalties for early withdrawal pursuant to
the terms of the Operating Agreement: (i) 3% of withdrawal amount within the
first year following the holding period; (ii) 2% of withdrawal amount within the
second year following the holding period; and (iii) 1% of withdrawal amount
within the third year following the holding period. Aggregate withdrawals among
all Members may not exceed 10% of the Fund's total capital for any calendar
year. The Fund does not maintain a reserve for withdrawing members. The Fund's
capacity to return a withdrawing member's capital account is limited by the
availability of cash on hand after payment of expenses and provision for
maintaining adequate reserves, in the discretion of the Manager.

The Manager is entitled to receive certain fees, compensation and expense
reimbursements from the Fund. The Manager is entitled to receive from the Fund
an Asset Management Fee, payable monthly, in a maximum amount of 2.75% of the
gross assets under management per year (0.229% per month). The Manager is also
entitled to receive a Note Servicing Fee, payable monthly, in a maximum amount
of 0.25% of the total unpaid principal balances of loans serviced (0.02% per
month). The Manager may waive these fees in order to improve the return to
investor Members. The Manager is also entitled to receive reimbursement from the
Fund for organizational, syndication and other operating expenses incurred on
behalf of the Fund, including out-of-pocket general and administrative expenses
of the Fund related to the offering of membership interests, accounting and
audit fees, legal fees and expenses, postage and other expenses related to the
preparation of reports to Members.

The Manager receives other fees from third parties as compensation to the
Manager for acting as broker in arranging loans from the Fund. These fees (which
are not paid by the Fund, but rather by third party borrowers) are determined on
a case-by-case basis, are generally 3% to 5% of the loan amount, and generally
consist of brokerage, origination, renewal and/or processing fees.

                                      -8-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

Note 2 - Summary of Significant Accounting Policies

(a)      Basis of Accounting
         The financial statements of the organization have been prepared on the
         accrual basis of accounting and accordingly reflect all significant
         receivables, payables and other liabilities.

(b)      Estimates and Assumptions
         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make 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 could differ from those estimates.

(c)      Revenue Recognition
         Interest is recognized as revenue when earned according to the
         contractual terms of the loan and in accordance with generally accepted
         accounting principles.

(d)      Income Taxes
         The Fund is treated as a partnership for federal and California income
         tax purposes. Consequently, all tax effects of the Fund's income or
         loss are passed through to the Members individually, and no federal or
         California income taxes are provided for in the financial statements of
         the Fund. The Fund pays an annual California tax of $800 and an annual
         California LLC fee based upon its annual gross receipts.

(e)      Cash and Cash Equivalents
         For purposes of the statements of cash flows, cash and cash equivalents
         include interest-bearing and non interest-bearing bank deposits, money
         market accounts and commercial paper with original maturities of three
         months or less.

(f)      Loans Secured by Trust Deeds
         Loans secured by trust deeds are recorded at cost. To date, no loans
         had been purchased from outside third party issuers of loans; all loans
         have been originated by the Fund. Interest is recognized as revenue
         when earned according to the contractual terms of the loan. The Fund
         loans will have varying terms at the discretion of the Manager.
         Construction loans will generally have a term of between one and five
         years and will provide for monthly payments of interest only with a
         "balloon payment" at the end of the term. Other Fund loans may have a
         longer amortization schedule and may be fully amortizing, i.e. original
         principal amount of the loan will be repaid in equal monthly
         installments of principal and interest over the term. In such cases,
         the Fund will

                                      -9-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

         recognize income using the effective interest method of accounting
         in accordance with generally accepted accounting principles. The
         Fund will not recognize interest income on loans once they are
         determined to be impaired until the interest is collected in cash. A
         loan is impaired when, based on current information and events, it
         is probable that the Fund will be unable to collect all amounts due
         according to the contractual terms of the loan agreement or when the
         payment of principal or interest is 90 days past due, and a specific
         reserve is recorded. Cash receipts will be allocated to interest
         income, except when such payments are specifically designated as
         principal reduction or when management does not believe the Fund's
         investment in the loan is fully recoverable.

         As of September 30, 2005, no loan was in default or delinquent.

(g)      Allowance for Loan Losses
         The allowance for loan losses will be established as losses are
         estimated to have occurred through a provision for loan losses that
         will be charged to earnings. Loan losses will be charged against the
         allowance when management believes the uncollectibility of a loan
         balance is confirmed. Subsequent recoveries, if any, will be credited
         to allowance. The allowance for loan losses will be evaluated on a
         regular basis by management and is based upon management's periodic
         review of the collectibility of the loans in light of historical
         experience, the types and dollar amounts of loans in the portfolio,
         adverse situations that may affect the borrower's ability to repay,
         estimated value of any underlying collateral, and prevailing economic
         conditions. This evaluation is inherently subjective as it requires
         estimates that are susceptible to significant revision as more
         information becomes available. Impairment is measured on a loan by loan
         basis by either the present value of expected future cash flows
         discounted at the loan's effective interest rate, the loan's obtainable
         market price, or the fair value of the underlying collateral.

         As of September 30, 2005 and 2004, the balance of the reserve for loan
         losses amounted to $ 45,700.00 and $ 0.00, respectively.

  (h)    Interest Reserve Account
         The Fund often requires borrowers to set up interest reserve accounts
         from which monthly payments of interest are made. The interest reserve
         is deposited into a separate bank account in the name of the Fund,
         designated specifically as interest reserve on loan/s issued by the
         Fund. At the end of the month, the Fund draws the calculated monthly
         interest on outstanding loans from the interest reserve account and
         transfers such amount into the general operating account of the Fund.
         The equivalent unearned amount is recorded as a Deferred Interest
         Reserve Account in the liabilities section of the balance sheet. As of
         September 30, 2005 and 2004, the interest reserve and deferred interest
         reserve accounts carried balances of $ 245,685.00 and $ 136,566.00,
         respectively.

                                      -10-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

(i)      Contra-Equity Accounts: Offering Costs and Commissions Incurred in
         Connection with Raising of Capital Syndication costs incurred in
         connection with the raising of capital by offering units of
         membership interest in the Fund are treated as a reduction of paid
         in capital. Initial marketing fees and broker's commissions paid to
         an outside brokerage firm are treated as contra-equity accounts. The
         fees are currently 4.5%. The brokers are also entitled to receive
         "trailer commissions" equivalent to 0.5% of the average daily
         invested capital at the anniversary of the invested funds. The
         initial marketing/broker's fees are capitalized in accordance with
         GAAP, pursuant to the AICPA's Technical Practice Aid TIS 7200.07
         (Accounting for Syndication Costs of Limited Partnerships).
         Subsequent payments of trailer commissions however are treated as
         period costs and charged to current earnings of the Fund. As such,
         the initial marketing/broker's fees are included in the Balance
         Sheet under the caption heading "Members' contributions, net" while
         the trailer commissions are shown in the Statement of Operations,
         when incurred. The Fund has capitalized $57,644 and $ 60,289 of
         syndication costs and brokers' fees during the third quarter of 2005
         and 2004, respectively.

(j)      Organization Costs
         All costs including registration and legal fees incurred in connection
         with the setting up and incorporating of the Fund have been expensed
         and have been borne by the Manager.

(k)      Subscription Account
         Upon receipt of the funds from prospective investors subscribing to
         purchase membership interests, those funds are deposited into a
         Subscription Account. The funds are held for up to a maximum of 60
         days, until needed by the Fund for a loan or other purpose at the
         Manager's discretion. The funds are then contributed to the capital of
         the Fund in exchange for a Membership Interest. The Manager may hold
         funds in the Subscription Account for longer than 60 days only upon the
         written consent of the subscriber.

         As of September 30, 2005 and 2004, the uninvested funds in the
         Subscription Account amounted to $ 692,169.00 and $ 564,959.00,
         respectively.

(l)      New Accounting Pronouncements

         SFAS 149

         In April 2003, the FASB issued Statement No. 149, "amendment of
         Statement 133 on Derivative Instruments and Hedging Activities." SFAS
         No. 149 amends SFAS No. 133 to provide clarification on the financial
         accounting and reporting of derivative instruments and hedging
         activities and requires that contracts with similar characteristics be
         accounted for on a comparable basis. The standard is effective for
         contracts entered into or modified after June 30, 2003. The adoption of
         SFAS No. 149 did not have any impact on our financial position or
         results of operations.

                                      -11-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

         SFAS 150

         In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
         Instruments with Characteristics of Both Liabilities and Equity. SFAS
         150 specifies that instruments within its scope embody obligations of
         the issuer and that, therefore, the issuer must classify them as
         liabilities. SFAS 150 did not have a material impact on our financial
         position or results of operations.

         Interpretation No. 46

         In January 2003, the FASB issued Interpretation No. 46, "Consolidation
         of Variable Interest Entities" ("Interpretation 46") which was then
         revised in December 2003. Interpretation 46 clarifies the application
         of Accounting Research Bulletin No. 51, "Consolidated Financial
         Statements," to certain entities in which equity investors do not have
         the characteristics of a controlling financial interest or do not have
         sufficient equity at risk for the entity to finance its activities
         without additional subordinated financial support from other parties.
         The recognition and measurement provisions of Interpretation 46 are
         effective for newly created variable interest entities formed after
         January 31, 2003, and for existing variable interest entities, on the
         first interim or annual reporting period beginning after March 31,
         2004. The adoption of FIN 46 did not impact our financial position or
         results of operations.

         SOP 03-3

         In October 2003, the AICPA issued SOP 03-3 Accounting for Loans or
         Certain Debt Securities Acquired in a Transfer. SOP 03-3 applies to a
         loan with the evidence of deterioration of credit quality since
         origination acquired by completion of a transfer for which it is
         probable at acquisition, that the Partnership will be unable to collect
         all contractually required payments receivable. SOP 03-3 is effective
         for loans acquired in fiscal years beginning after December 31, 2004.
         We do not expect SOP 03-3 to have a material impact on our financial
         position or results of operations.

         EITF 00-21

         Emerging Issue Task Force 00-21 ("EITF 00-21"), Accounting for Revenue
         Arrangements with Multiple Deliverables, issued during the fourth
         quarter of 2003, provides guidance on revenue recognition for revenues
         derived from a single contract that contains multiple products or
         services. EITF 00-21 also provides additional requirements to determine
         when these revenues may be recorded separately for accounting purposes.
         EITF 00-21 did not impact our financial statements.

                                      -12-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

         SAB 104

         In December 2003, the SEC issued Staff Accounting Bulletin No. 104
         ("SAB 104"), Revenue Recognition, which supercedes SAB 101, Revenue
         Recognition in Financial Statements. SAB 104's primary purpose is to
         rescind the accounting guidance contained in SAB 101 related to
         multiple element revenue arrangements, superceded as a result of the
         issuance of EITF 00-21. SAB 104 did not impact our financial
         statements.


Note 3 - Loans Secured by Trust Deeds

At September 30, 2005 and 2004, the Fund held the following types of mortgages:

                        2005           2004
                     ----------     ----------

Commercial           $1,188,000     $2,064,185
Construction         $1,022,734              0
Unimproved Land      $6,233,951     $1,270,000
Residential          $        0     $        0
                     ----------     ----------

Total                $8,444,685     $3,334,185
                     ----------     ----------

First Mortgages      $4,412,635     $1,243,185
Second Mortgages     $4,032,050     $2,091,000
Third Mortgages      $        0     $        0
                     ----------     ----------

Total                $8,444,685     $3,334,185
                     ----------     ----------




Scheduled maturities of loans secured by trust deeds as of September 30, 2005
and the interest sensitivity of such loans is as follows:

                                      -13-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004


                                    Fixed             Variable
                                   Interest           Interest
                                     Rate               Rate       Total
                                  ----------------------------------------
Year Ending December 31:
 2005                             $1,843,734              0     $1,843,734
 2006                             $6,130,214              0     $6,130,214
 2007                             $  470,737              0     $  470,737
 2008                                      0              0              0
 2009                                      0              0              0
                                  ----------------------------------------

Total                             $8,444,685              0     $8,444,685
                                  ----------------------------------------

The Fund has no variable interest rate loans at September 30, 2005.

At September 30, 2005, 96% of the Fund's Loans Receivable was collateralized by
properties located in California.

As of September 30, 2005, the Fund's loan portfolio consisted of sixteen (16)
real estate loans to unrelated parties totaling $ 7,462,685 and three (3) loans
receivable from related parties amounting to $ 982,000. These debt securities
are all secured by deeds of trust.

1.       Loan 200301 amounting to $ 444,000, due in monthly installments of $
         4,033 interest only at 10.90% maturing on November 1, 2005. This loan
         is secured by a first trust deed on the underlying property.
2.       Loan 200408 amounting to $ 206,000, due in monthly installments of $
         1,871 interest only at 10.90% maturing on December 22, 2005. This loan
         is secured by a second trust deed on the underlying property.
3.       Loan 200410 amounting to $ 890,000, due in monthly installments of $
         8,900 interest only at 12.00% maturing on March 15, 2006. This loan is
         secured by a second trust deed on the underlying property.
4.       Loan 200409 amounting to $ 450,000, due in monthly installments of $
         4,088 interest only at 10.90% maturing on October 12, 2005. This loan
         is secured by a first trust deed on the underlying property.
5.       Loan 200411 amounting to $ 743,734, due in monthly installments of $
         6,756 interest only at 10.90% maturing on December 6, 2005. This loan
         is secured by a first trust deed on the underlying property.

                                      -14-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004


6.       Loan 200501 amounting to $ 160,000, due in monthly installments of $
         1,453 interest only at 10.90% maturing on January 11, 2006. This loan
         is secured by a first trust deed on the underlying property.
7.       Loan 200502 amounting to $ 470,737, due in monthly installments of $
         4,276 interest only at 10.90% maturing on January 18, 2007. This loan
         is secured by a first trust deed on the underlying property.
8.       Loan 200503 amounting to $ 708,050, due in monthly installments of $
         6,431 interest only at 10.90% maturing on February 1, 2006. This loan
         is secured by a second trust deed on the underlying property.
9.       Loan 200504 amounting to $ 750,000 due in monthly installments of $
         7,500 interest only at 12.00% maturing on March 8, 2006. This loan is
         secured by a first trust deed on the underlying property.
10.      Loan 200505 amounting to $ 153,000 due in monthly installments of $
         1,390 interest only at 10.90% maturing on March 11, 2006. This loan is
         secured by a first trust deed on the underlying property.
11.      Loan 200506 amounting to $ 126,000 due in monthly installments of $
         1,272 interest only at 10.90% maturing on March 11, 2006. This loan is
         secured by a second trust deed on the underlying property.
12.      Loan 200507 amounting to $ 230,000 due in monthly installments of $
         2,300 interest only at 12.00% maturing on March 25, 2006. This loan is
         secured by a second trust deed on the underlying property.
13.      Loan 200508 amounting to $ 490,000 due in monthly installments of $
         4,900 interest only at 12.00% maturing on April 11, 2006. This loan is
         secured by a second trust deed on the underlying property.
14.      Loan 200509 amounting to $ 380,000 due in monthly installments of
         $3,452 interest only at 10.90% maturing on May 19, 2006. This loan is
         secured by a first trust deed on the underlying property.
15.      Loan 200510 amounting to $ 400,000 due in monthly installments of $
         4,000 interest only at 12.00% maturing on May 8, 2006. This loan is
         secured by a second trust deed on the underlying property.
16.      Loan 200511 amounting to $ 861,164 due in monthly installments of $
         8,612 interest only at 12.00% maturing on March 15, 2006. This loan is
         secured by a first trust deed on the underlying property.
17.      Loan 200405 to a related party amounting to $ 177,000, due in monthly
         installments of $ 1,608 interest only at 10.90% maturing on June 11,
         2006. This loan is secured by a second trust deed on the underlying
         property.
18.      Investment in 2003 Combined Note Participation amounting to $305,000
         and maturing at various dates from September 2006 through December
         2006. Interest is payable monthly at 12% per annum.


<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004

19.      Investment in participation notes issued by Mountain House Golf Course,
         LLC amounting to $ 500,000 and maturing in December 2006. Interest is
         payable monthly at an effective rate of approximately 11.00% per annum.

Note 4 - Related Party Transactions

Loans Secured by Trust Deeds

The Fund may invest up to 20% of its total assets in loans to affiliated
entities. On September 30, 2005, the Fund had an interest in two (2) note
participations issued by affiliated entities. One of these note participations
is a participation interest in five separate promissory notes. The loan is
carried at cost. This loan earns a 12% interest rate and will be repaid between
various dates ranging from September 21, 2006 to December 21, 2006, at which
time the amount of the loan will be returned to the Fund. The life of the loan
may be extended up to two years pursuant to an extension option in the notes.
The loan does have an option for early withdrawal. The second note participation
is a participation in a note that matures in December 2006 and bears an
effective interest rate of approximately 11% per annum. Additionally, the Fund
has a loan receivable from another related party amounting to $ 177,000 secured
by a second trust deed on the underlying property. This loan accrues monthly
interest of $ 1,608 (10.90% per year) and the principal amount is due in full on
June 11, 2006. For the 3-month period ended September 30, 2005 and 2004, the
Fund recognized interest income on notes made by related parties amounting to
$27,891 and $14,098, respectively.

As noted, the Fund is limited in its investments with affiliated entities to a
maximum of 20% of its total assets, as defined. As of September 30, 2005, the
Fund is in compliance with this restriction.

Contra Equity Costs
The Fund incurred $ 0.00 and $ 11,778 during the 3-month periods ended September
30, 2005 and 2004, respectively, as additional costs in connection with the
offering of units of membership interest in the Fund. These expenditures
consisted primarily of the initial accounting and filing costs relating to the
registration and as such being treated as syndication costs as contemplated in
the AICPA's Technical Practice Aid TIS 7200.07 (Accounting for Syndication Costs
of Limited Partnerships). Accordingly, these costs are treated as reduction of
Paid in Capital.

The Fund paid commissions to securities brokers in connection with the sale of
membership interests by the Fund. The commission rates ranged between 3.50% and
4.50% of the gross sales proceeds from the sale of units of the Fund. The total
amount of brokers commissions paid during the 3-month periods ended September
30, 2005 and 2004 was $ 57,644 and $ 48,511, respectively. These costs are
recorded as "Costs incurred in raising capital" and included in the Balance
Sheet under the heading "Members' contributions, net".

                                      -17-
<PAGE>
                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004


The Manager received $ 17,734 and $ 6,352 during the 3-month periods ended
September 30, 2005 and 2004, respectively, representing management and servicing
fees it was entitled to receive from the Fund.

Borrower's Costs

The Manager acts as loan broker in the initial placement of the Fund loans and
performs loan servicing functions as well. The Manager is compensated by the
Fund for such loan servicing activities and is compensated by the borrower for
the initial placement of the loans. The Fund does not incur "Incremental Direct
Costs" as defined in FASB's SFAS # 91. These are costs to originate loans that
result directly from, and are essential to, the lending transaction, and would
not have been incurred by the Fund had the lending transaction not incurred. The
Manager of the Fund incurs these types of costs; consequently the Manager is
entitled to receive certain fees for its services such as loan brokerage
commissions, loan processing and documentation fees, loan servicing and asset
management fees and reimbursement of other expenses of the Manager. None of
these fees are paid by the borrower to the Fund directly and therefore are not
included in the income and expenses of the Fund.

Broker's Commissions on Invested Funds
The Fund has retained the services of securities broker/dealers to sell units of
membership interest in the Fund. One such broker/dealer is ePlanning Securities,
Inc., which is affiliated with the Manager. Certain shareholders of the Manager
(who are not members of the Fund) are also shareholders and/or directors of
ePlanning. ePlanning sold membership units of the Fund to its client-investors
during the 3-month period ended September 30, 2005 and 2004 amounting to $
1,444,391 and $1,090,465 of which it realized commissions totaling $ 57,644 and
$ 48,511, respectively. The brokers do not earn a commission until funds are
transferred from the Subscription Account to the "Invested Funds" account, at
which time the funds become contributed capital of the Fund.

Note 5 - Concentrations

Cash and Cash Items
Cash and cash items are maintained with several financial institutions. Deposits
held with banks may exceed the amount of insurance provided on such deposits. At
September 30, 2005, the Fund had approximately $ 870,913 of cash that exceeded
this limit and thus was not covered by federal depository insurance. These
deposits may be redeemed upon demand and therefore bear minimal risk. The Fund
has not experienced any losses in such accounts.


                                      -17-
<PAGE>

                           LAKESIDE MORTGAGE FUND, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                    Notes to Financial Statements (Unaudited)
                            September 30, 2005 & 2004


Note 6 - Regulatory Requirements

Employee Retirement Income Security Act of 1974 ("ERISA")
Some of the investors purchasing membership interests are employee benefit
plans, including Individual Retirement Accounts, which are subject to
ERISA. Persons making the investment decisions for such ERISA investors are
deemed to be "fiduciaries" of such investors and must discharge their
duties with the care, skill and prudence which a prudent man would exercise
under the circumstances.

Normally an investment in an equity interest of an entity, such as a
membership interest in the Fund, will be deemed a "plan asset" of the ERISA
investor, but the underlying assets of the entity will not be deemed plan
assets. However, if (i) the equity interests are not publicly-offered
securities, (ii) the entity is not one of several types of "operating
companies" defined in ERISA regulations, and (iii) investment by ERISA
investors exceeds 25% of the value of the class of equity interests, then
the underlying assets of the entity may be deemed "plan assets," with the
entity deemed a "fiduciary" with respect to the ERISA investors.

Securities Laws
In offering the units of membership interest, the Fund is subject to
applicable federal and state securities laws. On the federal level, the
Fund is offering the membership interests pursuant to the exemption from
registration for intrastate offerings provided by Section 3(a) (11) of the
Securities Act of 1933, as amended, and Rule 147 promulgated thereunder. In
accordance with this exemption, the membership interests are offered only
in California, the Fund restricts the amount of its assets which are
located outside of California, and members are prohibited from transferring
any part of their membership interests to out-of-state transferees for a
period of nine (9) months.

On the state level, the Fund is offering the units of Membership Interest
pursuant to a permit issued by the California Department of Corporations.
The permit requires annual renewal. The original permit was issued on
February 24, 2003. The permit was renewed on March 2, 2005

As of September 30, 2005, the Fund was in compliance with all applicable
federal and state securities laws.




                                      -18-

<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

         As of September 30, 2005, we have sold a total of 93,268.47 Units, at
$100.00 per Unit, for a total of $ 9,326,847.00. As of September 30, 2005,
Company members electing to reinvest their monthly income distributions have
reinvested $ 451,079.00 back into the Company. After deducting for broker
commissions and offering expenses ($ 514,418.00), the net proceeds to the
Company from these sales have been $ 9,263,508. Members withdrew a total of $
438,019 through the period ended September 30, 2005. As of September 30, 2005,
the Company has $8,444,685 invested in commercial mortgage loans, with the
remainder in the form of cash and other assets. As of September 30, 2005, the
Company has 266 Members.

         To compare this with how the Company was doing at our last year end, as
of December 31, 2004, we had sold a total of 56,097 Units, for a total of
$5,609,740.00. After deducting for broker commissions and offering expenses, the
net proceeds to the Company from these sales were $5,267,710.00. The Company had
$5,016,489.00 invested in commercial mortgage loans, with the remainder in the
form of cash and/or other temporary investments such as short term commercial
paper. As of December 31, 2004, the Company had 173 Members.

         To compare this with how the Company was doing one year ago, as of
September 30, 2004, we had sold a total of 37,317.18 Units, for a total of $
3,731,718.00. Members have reinvested $ 87,412 of their monthly income
distributions back into the Company. After deducting for broker commissions and
offering expenses ($ 265,408), the net proceeds to the Company from these sales
were $ 3,553,722.00. The Company had $ 3,334,185.00 invested in commercial
mortgage loans, with the remainder in the form of cash and other assets. As of
September 30, 2004, the Company had 136 Members.

         Syndication costs incurred in connection with the raising of capital by
offering units of membership interest in the Company are being treated as a
reduction of paid in capital. Initial marketing fees and broker's commissions
paid to an outside brokerage firm are treated as contra-equity accounts. The
fees are currently 4.5% (4% commission, 0.5% marketing fee). Brokers are also
entitled to receive "trailer commissions," equivalent to 0.5% of the average
daily balance of invested capital for each investor. These are received
following each anniversary of the investor's initial investment. As of September
30, 2005, the Company has capitalized $514,418 of syndication costs since
inception.

         During the next twelve months, the Company will continue to be managed
by Lakeside Financial Group, Inc. (the "Manager"), which will continue to
underwrite and select loans for the Company to invest in, as well as short term
investments for cash between loans. The Company will continue to raise capital
with its intrastate offering under a permit from the California Department of
Corporations. It is anticipated that, at some point in the future, we will offer
the Units of Membership Interest in additional states through a registered
public offering, but this is not anticipated to occur within the next twelve
months. The Manager will continue to manage the Company as described in the
Company's Operating Agreement. The Company will continue to pay the Manager, on
a monthly basis, a management fee (annualized at 2.75% of gross assets under
management) and loan servicing fee (annualized at 0.25% of loan principal
amounts) to the extent these fees are not waived by the Manager. During the
quarter ended September 30, 2005, the Manager accepted $ 17,734 of these fees,
and waived a total of $ 52,529.00 of these fees.

         The Company does not expect to conduct product research and development
during the next 12 months, but will continue to raise capital through the sale
of membership interests and invest that capital

                                      -19
<PAGE>

in commercial real estate loans. The Company does not expect to make any
significant plant or equipment purchases or sales in the next 12 months. The
Company expects to add one or two employees in the next 12 months. The Company
has no off-balance sheet arrangements.


Item 3. Controls and Procedures.

         The Company receives subscriptions/investment funds from the general
investing public through its designated brokers (primarily ePlanning
Securities), and uses those funds to make loans secured by deeds of trust on
real estate located primarily in California. The Company's operations are
managed by its fund manager, Lakeside Financial Group, Inc. The Manager does not
own a membership interest in the Company.

         The Company maintains a banking relationship with Bank of America. The
following are the bank accounts established for the Company:

         Subscription Account - Bank of America. Upon receipt of initial
subscriptions from potential investors, the funds are deposited directly into
the BofA Subscription Account. This is a non-interest bearing account. The funds
are held for a maximum period of sixty (60) days, until needed by the Company
for loans or other purposes. The funds are then contributed to the capital of
the Company in exchange for a membership interest. The Manager may hold funds in
this account for longer than 60 days upon written consent of the subscriber. The
Manager maintains a detailed record of the details of the Subscription Account
for each subscriber. The balance in this account is reconciled monthly between
the general ledger and the bank statement.

         General Operating/Disbursement Account - Bank of America. Monthly
distributions to investors are drawn from this account. Funds are deposited into
this account from the interest reserve account. Disbursements to members are
processed at the beginning of each month. The balance in this account is
reconciled monthly between the general ledger and the bank statement.

         Interest Reserve Account - Bank of America. Certain borrowers are
required to set up an interest reserve account for the benefit of the Company.
Typically, the reserve is equivalent to the interest income that would accrue
throughout the life of the loan. This ensures that the interest is collected on
time by the Company. The Manager maintains a detailed record of the details of
the reserve account by loan/borrower. The balance in this account is reconciled
monthly between the general ledger and the bank statement.

         Invested Funds Account - Bank of America. Funds are transferred from
the Subscription Account to the Invested Funds Account for new loans and other
purposes. Loans are funded through this account. Other expenses such as brokers'
commissions are also paid out of this account directly. The balance in this
account is reconciled monthly between the general ledger and the bank statement

INTERNAL ACCOUNTING CONTROL & PROCEDURES

         Cash Receipts and Subscriptions.

         Funds are generally received through the mail (in the form of checks
from investors or directly from investors' pension manager) or through a wire
transfer. The mail is opened by either P H Canta (CFO) or W F Webster
(President). Checks are generally received with a signed subscription agreement

                                      -20-
<PAGE>

from the investor. This is processed by W F Webster and a copy of the investor
info summary along with the actual check is forwarded to P H Canta. P H Canta
endorses the checks, completes a deposit slip and deposits the funds on the same
day or the following business day to Bank of America. The cash receipt
transaction is recorded into the accounting system (PeachTree) by P H Canta.
Wire transfer advice is generally received via fax; this goes directly to W
Webster who forwards a copy to P H Canta for recording into the accounting
system.

         P H Canta prepares a weekly subscription report for W F Webster. This
is reconciled to the general ledger balance of both the Subscription Account and
the uninvested Subscription Account. The uninvested Subscription Account is the
corresponding credit account that is used to monitor and hold all subscriptions
that have not been swept into the invested funds category. The Subscription
Account is reconciled monthly and the bank reconciliation statement is reviewed
by W F Webster.

         The cash receipts are also disclosed in the monthly statement of
account to the investors. Any discrepancies between the investors' personal
records and such statement of accounts are reported to the investors' broker of
record and followed up by either P H Canta or W F Webster for resolution.

         Interest income is credited directly into the bank account. Maturities
of notes are also credited directly into the Bank of America-Invested Funds
account.

         Cash Disbursements

         All payments are made either through company checks drawn against one
of the Company's bank accounts or via wire transfer. All disbursements are
authorized by W F Webster. Checks and wire instructions are signed and approved
by W F Webster. Disbursements are generally for the monthly income distribution
to members. Check disbursements are automatically posted into the accounting
system via the accounts payable system. Wire transfers are entered into the
system via journal entry prepared by P H Canta. Disbursements for monthly
distribution are disclosed in the statement of accounts furnished to
investors-members at the beginning of each month. Any discrepancies are reported
to the brokers, then to W F Webster for final resolution.

         Real Estate Loans and Reserve for loan losses

         The Company was organized to make various types of real estate loans
such as acquisition and development loans, construction loans, bridge and
mezzanine loans and refinancing loans. The loans are secured by various types of
real property such as office, industrial, mobile home parks, retail, apartments,
assisted living facilities, mini-storage and other special purpose facilities on
a case-by-case basis, entertainment and recreational facilities on a selective
basis. The loans will generally be short term (1-3 years) and generally in the
amounts ranging from $ 100,000 to $ 5 million.

         Prospective borrowers are generally referred to the Company by a
mortgage loan broker. Initial evaluation of the borrower's credit standing and
ability to pay is assessed by the President, W F Webster. The borrower completes
an application form and is given a checklist of items to be furnished (title
reports, appraisals, credit reports, financial statements, etc.). The resulting
loan package is reviewed by W F Webster. Following his review and write-up of
the loan in a Loan Review Summary, the loan is presented to the loan committee
for review and approval. If the loan is approved by the loan committee, the loan
documents (promissory notes, contracts, etc.) are ordered and signed, then the
loan is funded. The CFO disburses the funds, either directly to the borrower or
the escrow company for final accounting and disbursement of the funds.

                                      -21-
<PAGE>

         The original promissory notes, contracts and other critical loan
documents are maintained in a fire proof safe located in the corporate
headquarters of the Manager. Each loan transaction is also supported by a loan
application form, copies of credit evaluation documents of the borrower,
collateral filing, title and insurance documents, loan approval documents and
other correspondence pertaining to the real estate loan. These documents are
contained in a separate loan folder maintained for each borrower.

         If an interest reserve was stipulated in the agreement, a check
corresponding to the amount of the required reserve is issued and deposited into
the Interest Reserve account with Bank of America. Subsequently, at the end of
each month, the interest on such loan is calculated and transferred to the
General Operating Account via Company check.

         The Company maintains a reserve for loan losses, which is based on an
estimate of future loan losses, and is charged against the Company's earnings.
Loan losses are charged against the allowance when management believes the
uncollectibility of a loan is confirmed. Subsequent recoveries, if any, are
credited to the reserve account. The reserve for loan losses is evaluated on a
regular basis by management and is based upon management's periodic review of
the collectibility of the loans in light of historical experience, the types and
dollar amounts of loans in the portfolio, adverse situations that may affect the
borrower's ability to repay, estimated value of any underlying collateral and
prevailing economic conditions. Impairment is measured on a loan by loan basis
by either the present value of expected future cash flows discounted at the
loan's effective interest rate, the loan's obtainable market price, or the fair
value of the underlying collateral.

         Rollovers of investments from Affiliates

         An investor-member may invest the member's monthly income from other
investments into the Company. In such cases, the administrator of the other
investments issues checks in favor of the Company. These checks are handled in
the same manner as any other cash receipts (i.e., endorsed, deposited into
BofA's Subscription Account and entered into the accounting system). Again, such
receipts for each investor-member are disclosed in the monthly statement of
account furnished to each investor-member.

         Reinvestments of monthly earnings

         Investor-members may choose to re-invest their respective share of
company profits back into the Company. This is accomplished through an
instruction to Lakeside Mortgage Fund in the investor's original subscription
agreement. Each month, the total of such re-invested funds is summarized and a
single check is written to be reinvested on behalf of those investor-members.
The check is deposited into the Bank of America Invested Funds account; such
amount then becomes capital of the Company. Similarly, the re-invested amounts
are disclosed in the monthly statement of accounts furnished to investor-members
for review and reconciliation with their personal records. Any discrepancies are
treated the same way as described above.

         Members' Equity and Percentage Ownership

         The Manager transfers each investment from the Subscription Account
into the Invested Funds account within 60 days of receipt of the funds. The
determination to transfer the subscription funds is made at the Manager's
discretion, and is based on the needs of the Company to fund a loan or a

                                      -22-

<PAGE>

mortgage. The Manager will obtain a subscriber's consent if the funds cannot be
invested within the 60-day period, as stipulated in the Offering Circular. Each
subscriber is credited with units of membership interest in the Company
depending on the amount of his/her subscription that was invested into the
Company. Each unit is priced at a fixed dollar amount of $100.00. The minimum
amount of initial investment is 20 units, or $2,000.00.

         Financial Reporting

         Monthly financial statements are provided to the members of the board
of the Manager (W F Webster, J Koenig, G Armitage and J Guidi). Annual financial
statements are also furnished to the board members. The President of the Manager
(W F Webster) issues an annual report to all investors-members at the beginning
of each year summarizing the operating results of the Company and its financial
condition and other significant events affecting the Company's operations.

         Effectiveness of Disclosure Controls and Procedures

         The principal executive officer and 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, 2005.

















                                      -23-

<PAGE>

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         (c) During the period covered by this report the Company made sales of
unregistered securities set forth in the table below. All sales were of Units of
Membership Interest in the Company, for the purchase price of $100.00 per Unit
of Membership Interest, and all sales were for cash consideration. No sales
involved any underwriter, but all sales were effected through a licensed
securities broker, ePlanning Securities, Inc., to whom a commission was paid of
up to 4.5% of the sales price.

         All sales were made under the exemption from registration provided by
Section 3(a)(11) of the Securities Act of 1933, as amended, and under Rule 147
promulgated thereunder. The offering is limited to California residents only.
The Company derives at least 80% of its revenues from loans secured by real
property located in California. The Company's Operating Agreement and
Subscription Agreement, both of which are executed by the investor, contain
written disclosures regarding the limitations on resale prescribed by Rule 147.

         With respect to applicable state securities laws, all sales were made
pursuant to a permit issued to the Company by the California Department of
Corporations ("DOC") pursuant to Sections 25110 and 25113 of the California
Corporations Code. The permit must be renewed each year by filing a renewal
application and an updated Offering Circular for approval by the DOC. The
renewed permit was issued by the DOC on March 2, 2005.

         During the period covered by this report the Company made the following
sales of unregistered securities, to various investors meeting the Company's
investor suitability standards, on the terms described above:

         Date of Sale              Units Sold        Purchase Price
         ------------              ----------        --------------
         07/01/05                  1,576.03          $ 157,603.26
         07/25/05                  2,321.40          $ 232,140.26
         09/09/05                  5,073.76          $ 507,375.71
         09/16/05                  2,963.50          $ 296,350.00
         09/23/05                  1,300.00          $ 130,000.00

         07/05/05 (re investment)  381.94            $ 38,193.56
         08/02/05 (re investment)  410.14            $ 41,013.61
         09/02/05 (re investment)  417.15            $ 41,714.89


                                      -24-
<PAGE>

Item 3.  Defaults on Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         The Company has held no regularly scheduled, called or special meetings
of members during the reporting period.

Item 5.  Other Information

         None.

Item 6.  Exhibits

Exhibit No.       Description
-----------       -----------
2.1.*             Articles of Organization
3.1.*             Operating Agreement of Lakeside Mortgage Fund, LLC
6.1.*             Broker/Dealer Agreement
6.2.*             Amendment No. 1 to Broker Dealer Agreement
12.1.**           Offering Circular dated March 2, 2005
31.1.             Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes- Oxley Act of 2002.
31.2.             Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbanes- Oxley Act of 2002.
32.1.             Certification of Chief Executive Officer Pursuant to Section
                  906 of the Sarbanes- Oxley Act of 2002.
32.2.             Certification of Chief Financial Officer Pursuant to Section
                  906 of the Sarbanes- Oxley Act of 2002.

*Incorporated by reference to the Company's Registration Statement on Form
10-SB, as amended, originally filed with the Commission under the Exchange Act
on August 6, 2004.

**Incorporated by reference to the Company's Quarterly Report on Form 10-QSB for
the period ended March 31, 2005, filed with the Commission under the Exchange
Act on May 13, 2005.


                                      -25-
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         LAKESIDE MORTGAGE FUND, LLC,
                                         A California Limited Liability Company

                                         By:     Lakeside Financial Group, Inc.,
                                                 Manager



Date:  November 11, 2005                 By: /s/ William F. Webster
                                            -----------------------------------
                                                 William F. Webster, President






















                                      -26-