The EDGAR system will be closed Monday, January 19, 2009 in observance of the federal holiday.  Although Southridge Services will not be able to submit filings on that day, we will continue to process and convert your documents and return proofs for your review to be prepared to file when EDGAR reopens Tuesday, January 20.

If you are needing to reduce expenses this year, consider Southridge Services as your EDGARizer of choice.  Our dedication to the SEC reporting requirements and processes leads to economies of scale which can benefit your company greatly.  Give us a call anytime.

Are you looking for a little more personal attention from your EDGARizer?  Someone who knows your name and really cares about your filings?

Southridge Services is a perfect-sized company:  Small enough for personal attention (we work whenever you need us until it's done!), and large enough to be absolutely reliable, accurate and current on all SEC reporting requirements.  Just call us toll-free at 1-877-553-3427 or send a quick email to info@sec-report-filing.com.  Thank you!

The following announcement from the SEC addresses the question of whether EDGAR will be open January 20, 2009:

EDGAR Open on January 20, 2009

The EDGAR system will be operational on Inauguration Day, January 20, 2009. However, since Inauguration Day has been declared a non-working day for the federal government in the Washington D.C. metropolitan area, there will be limited filer support.

EDGAR has normal operating hours today – typical company (non-ownership) submissions filed before 5:30PM EST will be disseminated and filed with today’s date.  If submitted between 5:30 and 10:00PM EST, the filing will be put in queue and filed when EDGAR reopens at 6:00AM EST Monday.  There is not early closing or half-day today, Christmas Eve.

The SEC has recently announced that in addition to Christmas, the SEC will be closed on Friday, 12/26/2008.  Below is their text:

EDGAR Not Available on December 26, 2008

Friday, December 26, 2008 has been declared a non-working day for the federal government. Consistent with Securities and Exchange Commission (SEC) operation on a federal holiday, the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system will not be operational that day. Filings will not be accepted and the Filing Web Site will not be operational. We will resume normal operation on Monday morning, December 29, 2008. Because December 26, 2008 will be treated as a federal holiday for filing purposes, rules relating to timely filings where the filing date falls on a holiday will apply to filings due on December 26, 2008.

http://www.sec.gov/info/edgar/ednews/edgar122608.htm

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Modified: 12/23/2008

In the SEC Open Meeting on December 17, 2008, each commissioner expressed their views regarding the resolution to adopt the requirement of XBRL filings for all public companies filing under US GAAP.  The previous post in this blog details Commissioner Luis A. Aguilar's reason for voting against the XBRL mandate.  Troy Paredes voted for the proposal, but also offered some words of caution to investors.  He noted that XBRL filings are a more efficient manner to communicate the financial statements, and as such, although quicker for investors to obtain and analyze the information, are still backward-looking in nature.  He encouraged investors to take the time to read the MD&A section to discern a company's direction in the future.  He  stated that he is not suggesting that the MD&A section be tagged as a part of an XBRL submission - he simply said that investors need to utilize due diligence regarding a company's future direction, and take the time to analyze the MD&A.

In the SEC's Open Meeting on December 17, 2008, four commissioners voted in favor of adopting the XBRL filing requirement for all public companies using a phased-in period.  One did not:  Commissioner Luis A. Aguilar.   Although in favor of a more efficient reporting system for investors, he expressed concerns over the "phased-in" liability for complete disclosure.  Currently, the only caveat regarding a company's responsibility for mis-statements in their SEC filings is if there are "electronic problems" relating to the submission of the HTML or ASCII files to EDGAR.  However, with the new XBRL filing requirement, companies would not be liable beyond "a good faith effort" to have their filings error-free.  Commissioner Aguilar said that liability carve-out is too broad, and leaves investors with no recourse should they depend on the information contained in the XML files over the HTML or ASCII files.

Shortly thereafter in the meeting, Chairman Christopher Cox inquired of those testifying what were their thoughts regarding the limitation of liability for XBRL submissions to the SEC.  It was then disclosed that at the end of two years of filing, there are no special liability provisions (the liability exclusions are phased-out); and by 2014 there will be no special liability provisions for XBRL filings for any companies (based on the phased-in schedule by company size).  In addition, there were no known liability issues with the Voluntary Filing Program (although those filings were typically "furnished" and not "filed").

In summary, companies should seek their specific legal counsel regarding the exact liability provisions for XBRL filings, but should know that the SEC has "cut them some slack" regarding their good-faith efforts to adapt to the new XBRL reporting format.  It certainly is important that a company select an experienced edgar filing agency who has accounting and financial reporting experience, who can help guide them through the XBRL filing requirements.  Southridge Services is such an EDGAR filing agency that has experienced accountants who are able to perform the needed work to assure accurate XBRL filings.

The following table indicates when the first XML instance documents are required to be filed with the SEC to comply with the XBRL initiative adopted December 17, 2008 by the SEC.

Calendar of XBRL Implementation by Reporting Company Size
As Adopted by the Securities and Exchange Commission December 17, 2008
Regarding Quarterly and Annual Periodic Reports, Registration Statements, and some Forms 8-K
			Companies with >$5 billion market capitalization (top 500 in U.S.)		Companies classified as "Large Accelerated" filers		All others, including Smaller Reporting Companies
	First Period of Report that must include XML files, and allows for "block-tagging" of the financial statement notes and schedules:		6/15/2009		6/15/2010		6/15/2011
	Period of Report that must include "detail-tagging" of the financial statement notes and schedules:		6/15/2010		6/15/2011		6/15/2012
			A one-time 30-day grace period attends the first deadline:  the XML files may be submitted thirty days after the HTML or ASCII files are submitted on an amended filing.  Thereafter, all filings must include both the XML and HTML/ASCII files concurrently.  Also note that company websites that report financial information also must be updated concurrently with the submission of filings to the SEC.
	Other Notes:
*	Compared to the conversion of HTML or ASCII files, creating an XML file requires much more time (typically two weeks dedicated time) to setup, correlate and approve the tagging of a company's financial statements to create the template.
*	After a company's XBRL template is created, the financial statements for each subsequent periodic report are imported into the company's XBRL template.  Only additions or changes need be mapped.
*	The initial tagging and mapping process can be done anytime - even today - to setup the templates and establish a company's internal process flow.
*	Submissions to the SEC may contain XML documents anytime before the deadline; or XML files may be processed and approved internally to create a business process flow, but not actually filed until the appropriate deadline.
	Call Southridge Services at 877-553-3427 when you want to have your XBRL template created.