**Exhibit 31.2**

 

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

 

I,Pamela A. Little, certify that:

 

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

 

2.                  Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                  Basedon my knowledge, the financial statements, and other financial informationincluded in 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.                  TheRegistrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial 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 internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting 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.                  TheRegistrant’s other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board ofdirectors (or person performing the equivalent functions):

 

(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 8 day of August,  2008. |   |   |                               |
|------------------------------------|--------|--------|------------------------------------|
|                               |   |   |                               |
|                               |   | By:    | /s/ Pamela A. Little               |
|                               |   |   | **Pamela  A. Little**              |
|                               |   |   | **Chief  Financial Officer**       |
|                               |   |   | **(Principal  Financial Officer)** |

 

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