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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB/A
 þ
    
    Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended June 30, 2005
 o
    
    Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
 For the transition period from            to
 Commission File number 333-120276
 ATEL Capital Equipment Fund XI, LLC
  California
(State or other jurisdiction of
Incorporation or organization)
    
    20-1357935
(I. R. S. Employer
Identification No.)
 600 California Street, 6th Floor, San Francisco, California 94108
 (415) 989-8800
 None
 None
 þ o
 o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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ATEL CAPITAL EQUIPMENT FUND XI, LLC
 Index
 Part I.
    
    Financial InformationItem 1.
    
    Financial Statements (Unaudited)Balance Sheet, June 30, 2005.Statements of Operations for the six and three month periods ended June 30, 2005.Statements of Changes in Members Capital from inception (June 25,2004) to December
31, 2004 and for the six month period ended June 30, 2005.Statements of Cash Flows from inception (June 25, 2004) to December 31, 2004 and for
the six month period ended June 30, 2005.Notes to the Financial StatementsItem 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    
    Controls and ProceduresPart II.
    
    Other InformationItem 1.
    
    Legal ProceedingsItem 2.
    
    Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
    
    Defaults Upon Senior SecuritiesItem 4.
    
    Submission of Matters to a Vote of Security HoldersItem 5.
    
    Other InformationItem 6.
    
    ExhibitsEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements (unaudited).
 ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
 BALANCE SHEET
 JUNE 30, 2005
(unaudited)
(Restated)
 ASSETSCash and cash equivalents
    
    $
    6,039,493Prepaid syndication cost
    
    
    267,370$
    6,306,863LIABILITIES AND MEMBERS CAPITALAccounts payable and accruals:
    
    $Managing Member
    
    
    17,758Other
    
    
    188,815Members capital:Managing Member
    
    
    100Other Members
    
    
    6,100,190Total Members capital
    
    $
    6,100,290Total liabilities and Members capital
    
    $
    6,306,863
  3




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ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
 STATEMENTS OF OPERATIONS
 SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2005
(Unaudited)
(Restated)
 Six months
    
    
    Three monthsended June 30,
    
    
    ended June 30,2005
    
    
    2005Revenues:Interest income
    
    $
    7,856
    
    
    $
    7,856Expenses:Cost reimbursements to Managing Member
    
    
    17,513
    
    
    
    17,513Other
    
    
    1,027
    
    
    
    1,02718,540
    
    
    
    18,540Net loss
    
    $
    (10,684
    )
    
    $
    (10,684
    )Net income (loss):Managing Member
    
    $
    
    
    
    $
    Other Members
    
    
    (10,684
    )
    
    
    (10,684
    )$
    (10,684
    )
    
    $
    (10,684
    )Net loss per Limited Liability Company Unit (Other Members)
    
    $
    (0.04
    )
    
    $
    (0.04
    )Weighted average number of Limited Liability Company Units outstanding
    
    
    275,927
    
    
    
    275,927
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ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
 STATEMENT OF CHANGES IN MEMBERS CAPITAL
 FOR THE PERIOD FROM JUNE 25, 2004 (INCEPTION)
THROUGH DECEMBER 31, 2004
AND FOR THE
SIX MONTH PERIOD ENDED
JUNE 30, 2005
(Restated)
 Units
    
    
    AmountMembers Capital as of June 25, 2004 (inception)
    
    
    
    
    
    $
    Capital contributions
    
    
    150
    
    
    
    600Balance December 31, 2004
    
    
    150
    
    
    
    600Capital contributions
    
    
    694,184
    
    
    
    6,941,840Less selling commissions and other syndication costs to affiliates
    
    
    
    
    
    
    (831,466
    )Net loss
    
    
    
    
    
    
    (10,684
    )Balance June 30, 2005
    
    
    694,334
    
    
    $
    6,100,290
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ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
 STATEMENT OF CASH FLOWS
 SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2005
(Restated)
 Six months
    
    
    Three monthsended June 30,
    
    
    ended June 30,2005
    
    
    2005Operating activitiesNet loss
    
    $
    (10,684
    )
    
    $
    (10,684
    )Adjustment to reconcile net loss to net cash
provided by operating activities:Changes in operating assets and liabilities:Accounts payable and accrualsManaging Member
    
    
    17,758
    
    
    
    17,758Other
    
    
    188,815
    
    
    
    188,815Other assets
    
    
    (267,370
    )
    
    
    (267,370
    )Net cash used in operating activities
    
    
    (71,481
    )
    
    
    (71,481
    )Financing activities:Capital contributions received
    
    
    6,941,840
    
    
    
    6,941,840Payment of commissions and syndication cost to
Managing Member
    
    
    (831,466
    )
    
    
    (831,466
    )Net cash provided by financing activities
    
    
    6,110,374
    
    
    
    6,110,374Net increase in cash and cash equivalents
    
    
    6,038,893
    
    
    
    6,038,893Cash and cash equivalents at beginning of period
    
    
    600
    
    
    
    600Cash and cash equivalents at end of period
    
    $
    6,039,493
    
    
    $
    6,039,493
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ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
 NOTES TO FINANCIAL STATEMENTS
 JUNE 30, 2005
 1. Organization and Limited Liability Company matters:
      2. Summary of significant accounting policies:
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Cash and cash equivalents:
  Use of estimates:
  3. Restated Financial Results:
  Restatement Adjustments for prior Quarterly Periods
 Balance Sheets Restatement (Condensed)
 June 30, 2005As reported
    
    
    RestatedLiabilities:Accounts payable and accruals:
    
    
    190,255
    
    
    
    206,573Members capital:Total Members capital
    
    
    6,116,608
    
    
    
    6,100,290
 Statement of Operations Restatement (Condensed)
 Six months ended June 30, 2005
    
    
    Three months ended June 30, 2005As reported
    
    
    Restated
    
    
    As reported
    
    
    RestatedCost reimbursements to ManagingMember
    
    
    1,195
    
    
    
    17,513
    
    
    
    1,195
    
    
    
    17,513Net (loss) income
    
    
    5,634
    
    
    
    (10,684
    )
    
    
    5,634
    
    
    
    (10,684
    )Net (loss) income:Managing MemberOther Members
    
    
    5,634
    
    
    
    (10,684
    )
    
    
    5,634
    
    
    
    (10,684
    )5,634
    
    
    
    (10,684
    )
    
    
    5,634
    
    
    
    (10,684
    )Net (loss) income:Per Limited Liability Company Unit
    
    $
    0.02
    
    
    $
    (0.04
    )
    
    $
    0.02
    
    
    $
    (0.04
    )
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Statements of Cash Flows Restatement (Condensed)
 Six months ended June 30, 2005
    
    
    Three months ended June 30, 2005As reported
    
    
    Restated
    
    
    As reported
    
    
    RestatedOperating activities:Net income (loss)
    
    
    5,634
    
    
    
    (10,684
    )
    
    
    5,634
    
    
    
    (10,684
    )Accounts payable and accruals
    
    
    190,255
    
    
    
    206,573
    
    
    
    190,255
    
    
    
    206,573
 4. Members capital:
  5. Related party transactions:
      Selling commissions, equal to 9% of the selling price of the
Limited Liability Company units, deducted from Other Members
capital
    
    $
    624,766Other operating expenses
    
    
    17,513Reimbursement of other syndication costs to Managing Member,
deducted from Other
Members capital
    
    
    206,700$
    848,979
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Capital Resources and Liquidity
      Cash Flows
   10




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Results of operations
   
 Item 3. Controls and procedures.
 Evaluation of disclosure controls and procedures
 ITEM 3. CONTROLS AND PROCEDURES
 th
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Inapplicable.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  (1)
    
    Effective date of the offering: April 11, 2005; File Number: 333-120276(2)
    
    Offering commenced: April 11, 2005(3)
    
    The offering did not terminate before any securities were sold.(4)
    
    The offering has not been terminated prior to the sale of all of the securities.(5)
    
    The managing underwriter is ATEL Securities Corporation.(6)
    
    The title of the registered class of securities is Units of Limited Liability
Company Interest.(7)
    
    Aggregate amount and offering price of securities registered and sold as of June
30, 2005:
 Aggregateprice ofoffering
    
    
    
    
    
    
    AggregateAmount
    
    
    amount
    
    
    
    
    
    
    price of offeringTitle of Security
    
    Registered
    
    
    registered
    
    
    Units sold
    
    
    amount soldUnits of Limited Company Interest
    
    
    15,000,000
    
    
    $
    150,000,000
    
    
    
    694,184
    
    
    $
    6,941,840
 (8)
    
    Costs incurred for the issuers account in connection with the issuance and
distribution of the securities registered for each category listed below:
 Direct or indirectpayments to directors,officers, Managing Membersof the issuer or their associates;to persons owning ten percent
    
    
    Direct oror more of any class of equity
    
    
    indirectsecurities of the issuer; and
    
    
    paymentsto affiliates of the issuer
    
    
    to others
    
    
    TotalUnderwriting discounts and commissions
    
    $
    104,128
    
    
    $
    520,638
    
    
    $
    624,766Other expenses
    
    
    
    
    
    
    206,700
    
    
    
    206,700Total expenses
    
    $
    104,128
    
    
    $
    727,338
    
    
    $
    831,466(9) Net offering proceeds to the issuer after the total expenses in item 8:
    
    
    $
    6,110,374
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(10)
    
    The amount of net offering proceeds to the issuer used for each of the purposes
listed below:
 Direct or indirectpayments to directors,officers, Managing Membersof the issuer or their associates;to persons owning ten percent
    
    
    Direct oror more of any class of equity
    
    
    indirectsecurities of the issuer; and
    
    
    paymentsto affiliates of the issuer
    
    
    to others
    
    
    TotalPurchase and installation of machinery and equipment
    
    $
    
    
    
    $
    
    
    
    $
    Working capital
    
    
    
    
    
    
    6,110,374
    
    
    
    6,110,374$
    
    
    
    $
    6,110,374
    
    
    $
    6,110,374
 (11)
    
    The use of the proceeds in Item 10 does not represent a material change in the uses
of proceeds described in the prospectus.
 
 Item 3. Defaults Upon Senior Securities.
 Inapplicable.
 
 Item 4. Submission Of Matters To A Vote Of Security Holders.
 Inapplicable.
 
 Item 5. Other Information.
 Inapplicable.
 
 Item 6. Exhibits.
 (a)
    
    
    Documents filed as a part of this report
 1.
    
    Financial Statement SchedulesAll other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
 2.
    
    Other Exhibits
 31.1
    
    Certification of Paritosh K. Choksi31.2
    
    Certification of Dean L. Cash32.1
    
    Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash32.2
    
    Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
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SIGNATURES
  
 ATEL CAPITAL EQUIPMENT FUND XI, LLC
(Registrant)
 By:
    
    ATEL Financial Services LLCBy:
    
    /s/ Dean L. Cash
    
    
    
    Managing Member of RegistrantDean L. CashPresident and Chief Executive Officer of
Managing MemberBy:
    
    /s/ Paritosh K. ChoksiParitosh K. ChoksiPrincipal Financial Officer of Registrant
 15