UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K/A


(Amendment
No. 1)




(Mark One)x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the fiscal year ended December 31, 2008o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934




Commission
File Number: 000-51552




ATS
CORPORATION


(Exact
name of Registrant as specified in its charter)




Delaware
                  (State
      or other jurisdiction of incorporation or organization)
                11-3747850
                  (I.R.S.
      Employer Identification Number)7925
      Jones Branch Drive
                  McLean,
      Virginia
                  (Address
      of principal executive offices)
                22102
                  (zip
      code)




Registrant’s
telephone number, including area code:


(571) 766-2400




Securities
Registered Pursuant to Section 12(b) of the Act:




NONE




Securities
Registered Pursuant to Section 12(g) of the Act:




Title
      of Each Class
              
              Name
      of Exchange on Which RegisteredCommon
      Stock, $0.0001 par value
              
              AMEX




Units,
each consisting of one share of Common Stock, $0.0001 par value, and two
Warrants


Common
Stock, $0.0001 par value


Warrants
to purchase shares of Common Stock


(Title Of
Class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o  No x




Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x  No o




Indicate
by a check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer o
              Accelerated
      filer o
              Non-accelerated
      filer o
              Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o  No x




As of
June 30, 2009, the aggregate market value of the Registrant’s Common Stock held
by non-affiliates of the Registrant was $14.6 million, based on the closing
sales price of the Registrant’s Common Stock on the OTC Bulletin Board on that
date.  The Registrant’s Common Stock subsequently ceased trading on
the OTC Bulletin Board and commenced trading on the NYSE Amex LLC on January 5,
2010.




As of
March 6, 2009, 22,574,521 shares of the Registrant’s common stock, $0.0001 par
value, were outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




None.













Introductory
Note





This annual report on Form 10-K/A for
the year ended December 31, 2008, has been filed to amend the disclosure under
Item 9A Controls and Procedures and to refile the certifications required by
Rule 12b-15 (Exhibits 31.1, 31.2, 32.1 and 32.2).  Accordingly, this
amendment only includes Item 9A and such certifications.  Except for
the amended disclosure set forth below, this Form 10-K/A has not been updated to
reflect events that occurred after December 31, 2008, the date of the original
annual report.  As such, this Form 10-K/A should be read in
conjunction with our filings made with the SEC subsequent to the filing of the
original annual report, including any amendments to those filings.





Item
9A.  Controls and Procedures




Disclosure
Controls and Procedures




As of
December 31, 2008, under the supervision and with the participation of our
management, including our chief executive officer and our chief financial
officer, we have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15 of the Securities
Exchange Act of 1934, as amended (Exchange Act). Based on this evaluation, our
chief executive officer and our chief financial officer have concluded that our
disclosure controls and procedures as defined by Rule 13a-15(c) of the Exchange
Act are effective at a reasonable assurance level in timely alerting management,
including the chief executive officer and chief financial officer, of material
information about us required to be included in periodic SEC filings. However,
in evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.





Disclosure
controls and procedures are designed with the objective of ensuring that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934, such as this Annual Report on Form 10-K, is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.




Management’s
Annual Report on Internal Control Over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. Management is required to assess the effectiveness of our
internal control over financial reporting as of the end of each fiscal year and
report based on that assessment whether our internal control over financial
reporting was effective. Internal control over financial reporting is a process
designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and effected by our Board of Directors, our management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance
with generally accepted accounting principles and includes those policies and
procedures that:




·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;


·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of management or our Board of
      Directors; and


·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material adverse effect on our financial
  statements.





Limitations
on the Effectiveness of Controls




Because
of the inherent limitations in all control systems, no assessment of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management’s override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.









Assessment
of Effectiveness of Disclosure Controls Over Financial Reporting




Our
management, including our Chief Executive Officer and Chief Financial Officer,
conducted an assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2008, based on the criteria set forth in
the framework in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. We determined that our
internal control over financial reporting was effective.




Management,
including our principal executive officer and our principal financial officer,
do not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs.




Changes
in Internal Control Over Financial Reporting




During
the fiscal year ended December 31, 2008, there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.









SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




ATS
      CORPORATIONFebruary
      24, 2010
              By:
              /s/ Edward H. BersoffDr.
      Edward H. Bersoff
                Chairman,
      President and Chief Executive
Officer









Exhibits:





Exhibit
                      Number
                    
                    Description31.1
                    
                    Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a)/15(d)-19(a) of
      the Securities Exchange Act of 1934, as amended31.2
                    
                    Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a)/15(d)-19(a) of
      the Securities Exchange Act of 1934, as amended32.1
                    
                    Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
                    
                    Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002