Key Highlights
- A.C.L. Construction filed overdue annual and interim financial statements after a revenue-recognition restatement.
- The restatement raised fiscal 2025 revenue by $578,240 and reduced net loss by $510,167.
- A British Columbia cease trade order remains in effect while the company seeks revocation.
A.C.L. Construction Ltd. (TSXV: ACL; OTCQB: AACLF; FSE: A3L0) filed its audited annual financial statements and management discussion and analysis (MD&A) for the year ended May 31, 2026, along with interim financial statements and MD&A for the three months ended August 31, 2026.
The company also restated comparative financial information to correct an error in how it recognized revenue on fixed-price construction contracts, affecting previously reported results for the year ended May 31, 2025, selected annual information for the year ended May 31, 2024, and quarterly information for quarters ended November 30, 2024 through February 28, 2026.
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The filings were late. The annual statements and MD&A were due September 28, 2026, and the interim statements and MD&A were due October 30, 2026. The British Columbia Securities Commission issued a failure-to-file cease trade order on October 5, 2026, and the TSX Venture Exchange suspended trading in the company’s shares on October 6, 2026.
With the filings now made, the company said it has filed all outstanding continuous disclosure documents and intends to apply to the regulator to revoke the cease trade order and to seek reinstatement of trading on the TSXV. The cease trade order remains in effect unless revoked, and the company said there is no assurance on timing or outcome.
Revenue-recognition restatement details
Management, after reviewing the issue with the audit committee and the company’s auditor, MNP LLP, determined that its prior “output method” for recognizing revenue on fixed-price construction contracts—measuring progress based on amounts invoiced to customers—did not meet the requirements of IFRS 15, Revenue from Contracts with Customers. The company corrected the error retrospectively by applying an “input method” based on costs incurred to date relative to total estimated contract costs.
For the year ended May 31, 2025, the company reported that the restatement increased previously reported revenue by $578,240 (from $17,675,792 to $18,254,032) and decreased previously reported net and comprehensive loss by $510,167 (from $1,203,987 to $693,820). It also increased the previously reported deficit by $27,917 as at May 31, 2025 and by $538,084 as at June 1, 2024. Total shareholders’ deficit was restated to $191,649 as at May 31, 2025 (from $163,732) and to $718,167 as at June 1, 2024 (from $180,083).
The company said the restatement had no impact on previously reported cash and cash equivalents or on total cash flows from operating, investing or financing activities.
The restatement also changed some quarterly and selected annual figures. For the three months ended February 28, 2025, previously reported net income of $126,895 was restated to a net loss of $722,464 (unaudited). For the year ended May 31, 2024, previously reported revenue of $13,742,455 was restated to $13,005,353, and previously reported net loss of $528,371 was restated to a net loss of $1,066,455 (unaudited).
The company said certain previously filed financial information should no longer be relied upon, including financial information contained in a filing statement dated April 14, 2025 (when the company was Samurai Capital Corp.), interim financial statements and MD&A for the three and nine months ended February 28, 2026, and audited financial statements for the years ended May 31, 2025 and May 31, 2024 that were authorized for issue on December 10, 2025. The company said it will not re-file those documents, and that the restated information is presented as comparative information in the newly filed statements and MD&A.
A.C.L. Construction describes its business as providing heavy equipment and services for complex highway, civil and oilfield projects, including project management, reclamation and remediation, and aggregate sales.
The original press release is available on stockhouse.com
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