The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001511075
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Aztec XI Program (the Program) is the offering subject of this filing. If accepted, investors become partners of a partnership with Aztec Energy LLC Managing General Partner. Only one partnership is offered at a time until closed.
Name of Issuer
Aztec XI-C Oil & Gas LP / Aztec Energy LLC
Jurisdiction of Incorporation/Organization
NEVADA
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2010
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Aztec XI-C Oil & Gas LP / Aztec Energy LLC
Street Address 1 Street Address 2
ONE RIVERWAY SUITE 1580
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
HOUSTON TEXAS 77056 (713) 840-6444

3. Related Persons

Last Name First Name Middle Name
Lehrer Kenneth
Street Address 1 Street Address 2
One Riverway Suite 1580
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Aztec Oil & Gas, Inc.
Last Name First Name Middle Name
Vance Mark
Street Address 1 Street Address 2
One Riverway Suite 1580
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Aztec Oil & Gas, Inc.
Last Name First Name Middle Name
Hornbrook Larry
Street Address 1 Street Address 2
One Riverway Suite 1580
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

CFO of Aztec Oil & Gas, Inc.
Last Name First Name Middle Name
Wheeler Dayton
Street Address 1 Street Address 2
One Riverway Suite 1580
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Aztec Oil & Gas, Inc.
Last Name First Name Middle Name
Cox Ariane
Street Address 1 Street Address 2
One Riverway Suite 1580
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Secretary-Treasurer, and Administrative Coordinator of Aztec Oil & Gas, Inc.
Last Name First Name Middle Name
Johnson Waylan
Street Address 1 Street Address 2
One Riverway Suite 1580
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77056
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President, Aztec Oil & Gas, Inc.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
X Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
X $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-01-31    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Limited Partnership Units

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Jason Erickson 2527905
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Capital Financial Services 8408
Street Address 1 Street Address 2
1 North Main Street
City State/Province/Country ZIP/Postal Code
Minot NORTH DAKOTA 58703
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
Martin Eno 4136144
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Money Concepts Capital Corp. 12963
Street Address 1 Street Address 2
11440 North Jog Road
City State/Province/Country ZIP/Postal Code
Palm Beach Gardens FLORIDA 33418
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MARYLAND
Recipient
Recipient CRD Number    None
Jason Hawke 4177415
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
J.P. TURNER & COMPANY, L.L.C. 43177
Street Address 1 Street Address 2
One Buckhead Plaza 3060 Peachtree Road NW
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IDAHO
Recipient
Recipient CRD Number    None
Joshua E. Cross 4522751
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DEWAAY FINANCIAL NETWORK, LLC 30767
Street Address 1 Street Address 2
13001 University Avenue
City State/Province/Country ZIP/Postal Code
Clive IOWA 50325
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Eliot Rosenberg 1056584
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Calton & Associates, Inc. 20999
Street Address 1 Street Address 2
14497 N. Dale Mabry Hwy. Suite 215
City State/Province/Country ZIP/Postal Code
Tampla FLORIDA 33618
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Jeffery Schade 2263323
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
J.P .Turner & Company, L.L.C. 43177
Street Address 1 Street Address 2
One Buckhead Plaza 3060 Peachtree Road NW
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GEORGIA
Recipient
Recipient CRD Number    None
Jeffrey Rachlin 823547
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Alternative Wealth Strategies, Inc 130933
Street Address 1 Street Address 2
1040 North Kings Highway Suite 405
City State/Province/Country ZIP/Postal Code
Cherry Hill NEW JERSEY 08034
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MASSACHUSETTS
Recipient
Recipient CRD Number    None
Michael Welch 4215661
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Kalos Capital, Inc 44337
Street Address 1 Street Address 2
3780 Mansell Road Suite 150
City State/Province/Country ZIP/Postal Code
Alpharetta GEORGIA 30022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Brent Turner 2429805
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
JP Turner & Company, L.L.C. 43177
Street Address 1 Street Address 2
One Buckhead Plaza 3060 Peachtree Road NW
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TENNESSEE
Recipient
Recipient CRD Number    None
Stephen Molesky 1109839
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Kalos Capital, Inc. 44337
Street Address 1 Street Address 2
3780 Mansell Road Suite 150
City State/Province/Country ZIP/Postal Code
Alpharetta GEORGIA 30022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
VIRGINIA
Recipient
Recipient CRD Number    None
James Lockhart 4415115
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Harbor Light Securities 130227
Street Address 1 Street Address 2
1039 Deep Woods
City State/Province/Country ZIP/Postal Code
Marion NORTH CAROLINA 28752
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
PENNSYLVANIA
Recipient
Recipient CRD Number    None
Timothy J. Sherer 833618
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
JP Turner & Company, LLC 43177
Street Address 1 Street Address 2
One Buckhead Plaza 3060 Peachtree Road NW
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Donald DeWaay 1297174
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DeWaay Financial Network, LLC 30767
Street Address 1 Street Address 2
13001 University Avenue
City State/Province/Country ZIP/Postal Code
Clive IOWA 50325
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Thomas W. Haarmann 4181416
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Money Concepts Capital Corp. 12963
Street Address 1 Street Address 2
11440 North Jog Road
City State/Province/Country ZIP/Postal Code
Palm Beach Gardens FLORIDA 33418
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
Recipient
Recipient CRD Number    None
Donald DeWaay 1297174
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
DeWaay Financial Network, LLC, Charles Weigert 30767
Street Address 1 Street Address 2
13001 University Avenue
City State/Province/Country ZIP/Postal Code
Clive IOWA 50325
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MICHIGAN

13. Offering and Sales Amounts

Total Offering Amount $50,000,000 USD
or    Indefinite
Total Amount Sold $1,870,000 USD
Total Remaining to be Sold $48,130,000 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
43

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $168,300 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Aztec XI-C Oil & Gas LP / Aztec Energy LLC Ariane Cox Ariane Cox Vice President and Administrative Coordinator 2011-05-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.