Aztec XI-B Oil & Gas LP/Aztec Energy D/A $50M in Limited Partnership Units, sold $9.92M, 203 investors

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

0001505987

	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-B 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-B 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	2010-11-29	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
Frank Currie	1207937
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities, Inc.	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
Jeffrey R. Nesseth	1983482
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial Corp.	14754
Street Address 1	Street Address 2
7000 Central Parkway	Suite 1340
City	State/Province/Country	ZIP/Postal Code
Atlanta	GEORGIA	30328
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO GEORGIA ILLINOIS IOWA TEXAS WISCONSIN

Recipient	Recipient CRD Number None
Steve Barton	2788138
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Don DeWaay	1297174
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
DeWaay Financial Network, Inc.	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
ARKANSAS FLORIDA INDIANA IOWA KANSAS MINNESOTA NORTH CAROLINA NORTH DAKOTA SOUTH DAKOTA

Recipient	Recipient CRD Number None
Kristopher F. Etter	4562123
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities, Inc.	35567
Street Address 1	Street Address 2
5740 Prospect Avenue	Suite 2000
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75206
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
Oliver B. Williamson	4642029
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates, Inc.	20999
Street Address 1	Street Address 2
611 Hambley Blvd.	Suite 3
City	State/Province/Country	ZIP/Postal Code
Pikeville	KENTUCKY	41501
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
KENTUCKY

Recipient	Recipient CRD Number None
Thomas M. Hille	3070017
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
WFP Securities	35098
Street Address 1	Street Address 2
689 W. Foothill Blvd.	Suite D
City	State/Province/Country	ZIP/Postal Code
Claremont	CALIFORNIA	91711
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA TEXAS

Recipient	Recipient CRD Number None
James O. Conaway	1920946
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial Corp.	14754
Street Address 1	Street Address 2
3000 E. Birch Street	#109
City	State/Province/Country	ZIP/Postal Code
Brea	CALIFORNIA	92821
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA OHIO UTAH

Recipient	Recipient CRD Number None
Tom D. English	2459450
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
WFP Securities	35098
Street Address 1	Street Address 2
5186 Carroll Canyon Rd.
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92121
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
David Gleeson	2918661
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
W. Aubrey Morrow	836500
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Independent Financial Group	7717
Street Address 1	Street Address 2
12636 High Bluff Dr.	Suite 100
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92130
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
Tom Rehberger	1493001
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Nelson Reid	45503
Street Address 1	Street Address 2
14420 W. Sylvanfield Drive	Suite 120
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77014
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEVADA

Recipient	Recipient CRD Number None
Todd Condiff	5193760
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Heritage Financial	133019
Street Address 1	Street Address 2
5 Great Valley Parkway	Suite 334
City	State/Province/Country	ZIP/Postal Code
Malvern	PENNSYLVANIA	19355
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW MEXICO

Recipient	Recipient CRD Number None
Tim Sherer	833618
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd., NW	11th Floor
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
Terry Wheeler	2163092
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Steven Orr	1583467
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
DeWaay Financial Network	30767
Street Address 1	Street Address 2
13001 University Ave.
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
TEXAS

Recipient	Recipient CRD Number None
Steven Knowlton	4527446
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN TEXAS

Recipient	Recipient CRD Number None
Stephen Scheller	1732978
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
TEXAS

Recipient	Recipient CRD Number None
Stacey Rognon	1898975
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
Joshua Patterson	3077302
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
Scott Reisenweaver	2485345
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Scott Mrozek	2410838
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Financial West	16668
Street Address 1	Street Address 2
4510 E. Thousand Oaks Blvd.
City	State/Province/Country	ZIP/Postal Code
Westlake Village	CALIFORNIA	91362
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEVADA

Recipient	Recipient CRD Number None
Scot Landborg	4555602
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO

Recipient	Recipient CRD Number None
Aaron Brodt	5017914
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Meridian United Capital	122924
Street Address 1	Street Address 2
8800 N. Gainey Center Dr.	#176
City	State/Province/Country	ZIP/Postal Code
Scottsdale	ARIZONA	85258
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARIZONA

Recipient	Recipient CRD Number None
Antonio Taddeo	5110448
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Alternative Wealth Strategies	130933
Street Address 1	Street Address 2
1040 N. Kings Hwy.	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
CONNECTICUT NEW YORK

Recipient	Recipient CRD Number None
James Reardon	2309779
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Alternative Wealth Strategies	130933
Street Address 1	Street Address 2
1040 N. Kings Hwy.	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
NEW YORK

Recipient	Recipient CRD Number None
Jeff Rachlin	823547
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Alternative Wealth Strategies	130933
Street Address 1	Street Address 2
1040 N. Kings Hwy.	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
NEW YORK

Recipient	Recipient CRD Number None
Anthony Musto	2474439
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates	20999
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy.	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	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
Eliot Rosenberg	1056584
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates	20999
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy.	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	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
Howard Kaplan	1171182
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates	20999
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy.	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	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
Michael Reedy	3114264
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates	20999
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy.	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	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
Phillip Couture	734399
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates	20999
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy.	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	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
Phillip King	1839137
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Calton & Associates	20999
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy.	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	FLORIDA	33618
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
KENTUCKY

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 St.
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 WASHINGTON

Recipient	Recipient CRD Number None
Robert Scullen	807388
(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 St.
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
VIRGINIA

Recipient	Recipient CRD Number None
Al Vanderlaan	1172406
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Capwest Securities	30002
Street Address 1	Street Address 2
420 10th Street NW
City	State/Province/Country	ZIP/Postal Code
Watertown	SOUTH DAKOTA	57201
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
Joshua Cross	4522751
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
DeWaay Financial	30767
Street Address 1	Street Address 2
13001 University Ave.
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
Ronald Melanson	331467
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
DeWaay Financial	30767
Street Address 1	Street Address 2
13001 University Ave.
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
GEORGIA KANSAS NEVADA UTAH

Recipient	Recipient CRD Number None
Hunter Brownlie	2349976
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Financial West	16668
Street Address 1	Street Address 2
4510 E. Thousand Oaks Blvd.
City	State/Province/Country	ZIP/Postal Code
Westlake Village	CALIFORNIA	91362
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW HAMPSHIRE

Recipient	Recipient CRD Number None
Joseph Merback	2156180
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Financial West	16668
Street Address 1	Street Address 2
4510 E. Thousand Oaks Blvd.
City	State/Province/Country	ZIP/Postal Code
Westlake Village	CALIFORNIA	91362
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
Dean Harvey	3076399
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
John Bales	1820734
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
John Treadway Brogdon	1450806
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
Leigh Zachary	2508360
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS WISCONSIN

Recipient	Recipient CRD Number None
Nigel Bowman	2022439
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
Patrick Cruickshank	4214868
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
IMS Securities	35567
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
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
Damian Dering	2854253
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Independent Financial Group	7717
Street Address 1	Street Address 2
12636 High Bluff Drive	Suite 100
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92130
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
Peter McNeil	4378567
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Independent Financial Group	7717
Street Address 1	Street Address 2
12636 High Bluff Drive	Suite 100
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92130
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEVADA

Recipient	Recipient CRD Number None
Anthony Mastroianni	2151249
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
TEXAS

Recipient	Recipient CRD Number None
Anthony Mowrer	1947261
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
Clint Gharib	2070991
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
David Johnson	1010443
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
IOWA

Recipient	Recipient CRD Number None
G. Russell Conrad	2746778
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
FLORIDA

Recipient	Recipient CRD Number None
Jason Hawke	4177415
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number  �� None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
Jeffrey Gove	5490359
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
NEBRASKA

Recipient	Recipient CRD Number None
Richard Stocker	2573644
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
OHIO

Recipient	Recipient CRD Number None
Royce Running	5202198
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
J.P. Turner & Company	43177
Street Address 1	Street Address 2
3060 Peachtree Rd. NW	11th Floor
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
Michael Welch	4215661
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Kalos Capital	44337
Street Address 1	Street Address 2
12900 Preston Rd	Suite 400
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75230
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
Robert Tweed	2339324
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
MAM Securities	124620
Street Address 1	Street Address 2
2060 Huntington Dr.	Suite 1
City	State/Province/Country	ZIP/Postal Code
San Marino	CALIFORNIA	91108
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
Alan Schryer	1847282
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
CALIFORNIA

Recipient	Recipient CRD Number None
Christopher Passero	2517681
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
OHIO WEST VIRGINIA

Recipient	Recipient CRD Number None
Craig Sutherland	2001873
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
OHIO

Recipient	Recipient CRD Number None
Errol Mathieu	4483259
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
CALIFORNIA

Recipient	Recipient CRD Number None
James Danovich	2782748
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
ARIZONA

Recipient	Recipient CRD Number None
Jason Gaylor	5643268
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
OHIO

Recipient	Recipient CRD Number None
Keith Offel	2570946
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
CALIFORNIA

Recipient	Recipient CRD Number None
Kelvin Bishop	5148999
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Money Concepts	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
TENNESSEE

Recipient	Recipient CRD Number None
Edward Scro	2821985
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Nelson Reid	45503
Street Address 1	Street Address 2
14420 W. Sylvanfield Drive	Suite 120
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77014
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number None
Matthew Hannan	4852358
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Nelson Reid	45503
Street Address 1	Street Address 2
14420 W. Sylvanfield Drive	Suite 120
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77014
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number None
Brent Turner	2429805
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Frank Norton	1069797
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Jeffrey Meyers	2192759
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MINNESOTA

Recipient	Recipient CRD Number None
Joseph Byerly	4187946
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Justin Irving	4083643
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
QA3 Financial	14754
Street Address 1	Street Address 2
One Valmont Plaza	4th Floor
City	State/Province/Country	ZIP/Postal Code
Omaha	NEBRASKA	68154
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
Charles Bowers	27270
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Steven Falk	14297
Street Address 1	Street Address 2
11280 Granite Ridge Dr.	Unit 1042
City	State/Province/Country	ZIP/Postal Code
Las Vegas	NEVADA	89135
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
Peter Roe	2255241
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Veritrust Financial	106594
Street Address 1	Street Address 2
3755 Capital of Texas Hwy S	Ste 130
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78704
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA IOWA NEW YORK

Recipient	Recipient CRD Number None
John Naviaux	4895814
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
WFP Securities	35098
Street Address 1	Street Address 2
5186 Carroll Canyon Rd
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92121
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
John Schooler	2368308
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
WFP Securities	35098
Street Address 1	Street Address 2
5186 Carroll Canyon Rd
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92121
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount	$50,000,000	USD	or Indefinite
Total Amount Sold	$9,919,000	USD
Total Remaining to be Sold	$40,081,000	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:

203

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	$892,710	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-B Oil & Gas LP/Aztec Energy LLC	Ariane Cox	Ariane Cox	Vice President and Administrative Coordinator	2011-01-06

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.