**Exhibit 31.1**

 

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

 

I,Edward H. Bersoff, certify that:

 

1.       I have reviewed this quarterly report on Form 10-Qof ATS Corporation (the “Registrant”);

 

2.       Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.       Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Registrant as of, and for, the periods presented in this report;

 

4.       The Registrant’s other certifying officer(s) andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrant and have:

 

(a)     designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to the Registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich 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)     evaluatedthe effectiveness 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)     disclosedin this report any change in the Registrant’s internal control over financialreporting that 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’s other certifying officer(s) andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofthe Registrant’s board of directors (or person performing the equivalentfunctions):

 

(a)     allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

 

(b)     anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 
| Dated this 12th  day of May, 2008. |       |       |   |                                      |
|------------------------------------|------------|------------|--------|-------------------------------------------|
|                               |       |       |   |                                      |
|                               |       |       |   |                                      |
|                               |       | By:        |   | /s/ Edward H Bersoff                      |
|                               | ** ** | ** ** |   | **Edward  H. Bersoff**                    |
|                               | ** ** | ** ** |   | **Chairman  and Chief Executive Officer** |
|                               | ** ** | ** ** |   | **(Principal  Executive Officer)**        |

 

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