**Exhibit31.2**

CERTIFICATION BYPRINCIPAL FINANCIAL OFFICER

I, Stuart R. Lloyd, certify that:

1.                    I havereviewed this quarterly report on Form 10-Q of ATS Corporation (the “Registrant”);

2.                    Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                    Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report;

4.                    The Registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrantand have:

(a)               designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b)    designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

(c)               evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)              disclosed in thisreport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

5.                    The Registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of the Registrant’s board of directors (orperson performing the equivalent functions):

(a)               all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theRegistrant’s ability to record, process, summarize and report financialinformation; and

(b)              any fraud, whetheror not material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.
| Dated this 15th day of May,  2007. |   |   |       |                               |
|------------------------------------|--------|--------|------------|------------------------------------|
|                               |   |   |       |                               |
|                               |   | By:    |       | /s/ Stuart R.  Lloyd               |
|                               |   |   | ** ** | **Stuart  R. Lloyd**               |
|                               |   |   | ** ** | **Chief  Financial Officer**       |
|                               |   |   | ** ** | **(Principal  Financial Officer)** |

 

 

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