** **

** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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** **

**FORM 10-Q**

** **

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| x | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|---|---------------------------------------------------------------------------------------------------------|

** **

**FORTHE QUARTER ENDED March 31, 2006.**

 
| o | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|---|----------------------------------------------------------------------------------------------------------|

** **

**COMMISSION FILE NUMBER: 0-51552**

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**FEDERALSERVICES ACQUISITION CORPORATION**

(Exactname of registrant as specified in its charter)

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| **Delaware**                                                     | **11-3747850**                        |
|------------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) | (I.R.S. Employer  Identification No.) |

 

**900Third Avenue, 33****rd FloorNew York, New York, 10022-4775**

(Address of principal executive office)

 

**(646) 403-9765**

(Registrant’s telephone number, including areacode)

** **

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Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months and (2) has been subject to suchfiling requirements for the past 90 days.   Yes  x    No  o

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.   Large Accelerated Filer  o   Accelerated Filer  o      Non-accelerated Filer  x

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

The number of shares of the issuer’s Common Stock,$0.0001 par value, outstanding as of April 30, 2006 was 26,250,000.

 

 

 

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**Table of Contents**

**TABLE OF CONTENTS**
|                                            | ** **                                                                                                                                                                                                                | ** ** | ** ** |
|--------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| **PART I—FINANCIAL INFORMATION** |                                                                                                                                                                                                                      |       |
| ** **                                 | ** **                                                                                                                                                                                                                |       |       |
| **Item 1.**                                | **Financial Statements**                                                                                                                                                                                                  |       |       |
|                                       | Condensed Balance Sheets  as of March 31, 2006 (unaudited) and as of December 31, 2005                                                                                                                          |       |       |
|                                       | Condensed  Statements of Operations (unaudited) for the three months ended  March 31, 2006 and the period from April 12, 2005 (date of  inception) through March 31, 2006                                  |       |       |
|                                       | Condensed  Statements of Changes in Stockholders’ Equity for the period from  April 12, 2005 (date of inception) through December 31, 2005 and  (unaudited) for the three months ended March 31, 2006 |       |       |
|                                       | Condensed  Statements of Cash Flows (unaudited) for the three months ended  March 31, 2006 and the period from April 12, 2005 (date of  inception) through March 31, 2006                                  |       |       |
|                                       | Notes to Unaudited Financial Statements                                                                                                                                                                                   |       |       |
|                                       |                                                                                                                                                                                                                      |       |       |
| **Item 2.**                           | **Management’s  Discussion and Analysis of Financial Condition and Results of Operation**                                                                                                                            |       |       |
| **Item 3.**                           | **Quantitative  and Qualitative Disclosures about Market Risk**                                                                                                                                                           |       |       |
| **Item 4.**                           | **Controls and  Procedures**                                                                                                                                                                                              |       |       |
|                                       |                                                                                                                                                                                                                      |       |       |
| **PART II—OTHER  INFORMATION**   |                                                                                                                                                                                                                      |       |
|                                       |                                                                                                                                                                                                                      |       |       |
| **Item 1.**                           | **Legal Proceedings**                                                                                                                                                                                                     |       |       |
| **Item 1A.**                               | **Risk Factors**                                                                                                                                                                                                          | ** ** |       |
| **Item 2.**                           | **Unregistered Sales of Equity Securities and Use of  Proceeds**                                                                                                                                                          |       |       |
| **Item 3.**                           | **Defaults upon Senior Securities**                                                                                                                                                                                       |       |       |
| **Item 4.**                                | **Submission of Matters to Vote by Securities Holders**                                                                                                                                                                   | ** ** |       |
| **Item 5.**                           | **Other  Information**                                                                                                                                                                                                    |       |       |
| **Item 6.**                           | **Exhibits**                                                                                                                                                                                                              |       |       |
|                                       |                                                                                                                                                                                                                      |       |       |
| **SIGNATURES**                             |                                                                                                                                                                                                                      |       |       |

 

2

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**Federal Services AcquisitionCorporation**(a development stage company)**Condensed Balance Sheets**

|                                                                                                                                                                              | ** ** | **March 31, 2006   (Unaudited)** | ** **  | **December 31, 2005** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------|-------------|---------------------------------|------------|
| **ASSETS**                                                                                                                                                                   | ** ** | ** **                                      | ** **  | ** **                      | ** ** |
| Current assets:                                                                                                                                                              |       |                                            |        |                            |       |
| Cash and cash equivalents                                                                                                                                                    |       | $                                               | 1,666,725   |                            | $          | 1,855,394 |   |
| Prepaid expenses                                                                                                                                                             |       | 46,808                                          |        | 72,122                          |       |
| Total current assets                                                                                                                                                         |       | 1,713,533                                       |        | 1,927,516                       |       |
| Short-term investments held in Trust Account  (including interest receivable of $59,921 and $39,444, respectively) (fair  value $118,280,141 and $117,709,036, respectively) |       | 118,280,141                                     |        | 117,709,036                     |       |
| Cash and cash equivalents held in trust fund                                                                                                                                 |       | 452,086                                         |        | 281,348                         |       |
| Deferred income tax benefit                                                                                                                                                  |       | 296,387                                         |        | 34,629                          |       |
| Total assets                                                                                                                                                                 |       | $                                               | 120,742,147 |                            | $          | 119,952,529 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                                                                                               | ** ** | ** **                                      | ** **  | ** **                      | ** ** |
| Current liabilities:                                                                                                                                                         |       |                                            |        |                            |       |
| Accrued expenses                                                                                                                                                             |       | $                                               | 425,519     |                            | $          | 34,289 |   |
| Income tax payable—current                                                                                                                                              |       | 427,111                                         |        | 356,000                         |       |
| Deferred income tax                                                                                                                                                          |       | 27,036                                          |        | 15,714                          |       |
| Total current liabilities                                                                                                                                                    |       | 879,666                                         |        | 406,003                         |       |
| Common Stock,  subject to possible redemption 4,197,900 shares                                                                                                               |       | 23,424,282                                      |        | 23,424,282                      |       |
| Interest income  attributable to common stock subject to possible redemption (net of taxes of  $170,135 and $64,000, respectively)                                           |       | 227,089                                         |        | 97,996                          |       |
| Total common stock, subject to possible redemption                                                                                                                           |       | 23,651,371                                      |        | 23,522,278                      |       |
| COMMITMENTS AND  CONTINGENCIES (Note I)                                                                                                                                      | ** ** | ** **                                      | ** **  | ** **                      | ** ** |
| STOCKHOLDERS’  EQUITY:                                                                                                                                                  | ** ** | ** **                                      | ** **  | ** **                      | ** ** |
| Preferred  stock—$.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding                                                                                |       |                                            |        |                            |       |
| Common stock—$.0001 par value, 100,000,000 shares  authorized; 26,250,000 issued and outstanding (which includes 4,197,900  shares subject to possible redemption)      |       | 2,625                                           |        | 2,625                           |       |
| Additional paid-in capital                                                                                                                                                   |       | 95,747,698                                      |        | 95,747,698                      |       |
| Retained earnings accumulated during the development  stage                                                                                                                  |       | 460,787                                         |        | 273,925                         |       |
| Total stockholders’ equity                                                                                                                                              |       | 96,211,110                                      |        | 96,024,248                      |       |
|                                                                                                                                                                         |       | $                                               | 120,742,147 |                            | $          | 119,952,529 |   |

 

See notesto condensed financial statements

3

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** **

**Federal Services AcquisitionCorporation**(a development stage company)**Condensed Statements of Operations(Unaudited)**
| ** **                                                                                                                         | ** ** | **For the Three  Months ended  March 31,  2006** | ** ** | **For the period  from April 12,  2005 (date of  inception) through  March 31, 2006** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------|------------|
| Expenses:                                                                                                                          |       |                                                                 |       |                                                                                                                               |       |
| Operating costs                                                                                                                    |       | $                                                                    | 610,197    |                                                                                                                               | $          | 743,358 |   |
| Other income:                                                                                                                      |       |                                                                 |       |                                                                                                                               |       |
| Bank interest                                                                                                                      |       | 12,984                                                               |       | 21,767                                                                                                                             |       |
| Interest on cash and short term investments held in  trust                                                                         |       | 1,176,728                                                            |       | 1,987,112                                                                                                                          |       |
| Total other income                                                                                                                 |       | 1,189,712                                                            |       | 2,008,879                                                                                                                          |       |
| **Income  before provision for income taxes**                                                                                      |       | 579,515                                                              |       | 1,265,521                                                                                                                          |       |
| Provision for income  taxes:                                                                                                       |       |                                                                 |       |                                                                                                                               |       |
| Current                                                                                                                            |       | (513,996                                                             | )          | (846,996                                                                                                                           | )          |
| Deferred                                                                                                                           |       | 250,436                                                              |       | 269,351                                                                                                                            |       |
| **Net  income**                                                                                                                    |       | 315,955                                                              |       | 687,876                                                                                                                            |       |
| Interest income  attributable to common stock subject to possible redemption (net of taxes of  $106,135 and $170,135 respectively) |       | (129,093                                                             | )          | (227,089                                                                                                                           | )          |
| Net income  allocable to common stockholders not subject to possible redemption                                                    |       | $                                                                    | 186,862    |                                                                                                                               | $          | 460,787 |   |
| Weighted average number  of shares outstanding                                                                                     |       |                                                                 |       |                                                                                                                               |       |
| —basic                                                                                                                        |       | 26,250,000                                                           |       |                                                                                                                               |       |
| —diluted                                                                                                                      |       | 30,343,863                                                           |       |                                                                                                                               |       |
| Net income per share                                                                                                               |       |                                                                 |       |                                                                                                                               |       |
| —basic                                                                                                                        |       | $                                                                    | 0.01       |                                                                                                                               |       |   |
| —diluted                                                                                                                      |       | $                                                                    | 0.01       |                                                                                                                               |       |   |
| Weighted average number  of shares outstanding exclusive of shares subject to possible redemption                                  |       |                                                                 |       |                                                                                                                               |       |
| —basic                                                                                                                        |       | 22,052,100                                                           |       |                                                                                                                               |       |
| —diluted                                                                                                                      |       | 26,145,963                                                           |       |                                                                                                                               |       |
| Net income per share  not subject to possible redemption                                                                           |       |                                                                 |       |                                                                                                                               |       |
| —basic                                                                                                                        |       | $                                                                    | 0.01       |                                                                                                                               |       |   |
| —diluted                                                                                                                      |       | $                                                                    | 0.01       |                                                                                                                               |       |   |

See notesto condensed financial statements.

4

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**Federal Services Acquisition Corporation**(a development stage company)****

**Condensed Statements of Changes inStockholders’ EquityFor the period from April 12, 2005 (date of inception) through March 31,2006**

 
| ** **                                                                                                                                                       | ** ** | **Common Stock** | ** ** | **Additional  Paid-In** | ** ** | ** **

**Income  Accumulated**

**During the  Development** | ** ** | ** ** |       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|-------------------------|------------|------------------------------------------------------------------|------------|------------|------------|
| ** **                                                                                                                                                       | ** ** | **Shares**       | ** ** | **Amount**              | ** ** | **Capital**                                                      | ** ** | **Stage**  | ** ** | **Total** |   |
| **Balance—April 12, 2005  (date of inception)**                                                                                                        |       |             |       |                    |       |                                                             |       |       |       |   |   |
| Initial capital  from founding stockholders                                                                                                                      |       | 5,250,000        |       | $                       | 525        |                                                             | $          | 5,475      |       | $ |   |   | $ | 6,000 |   |
| Sale of  21,000,000 units (including 4,197,900 shares of common stock subject to  possible redemption), net of underwriters’ discount and offering expenses |       | 21,000,000       |       | 2,100                   |       | 119,166,505                                                      |       |       |       | 119,168,605 |   |
| Reclassification  as a result of 4,197,900 shares of common stock being subject to possible  redemption                                                          |       |             |       |                    |       | (23,424,282                                                      | )          |       |       | (23,424,282 |   |
| Accretion of  trust fund relating to common stock subject to possible redemption                                                                                 |       |             |       |                    |       |                                                             |       | (97,996    | )          | (97,996 | ) |
| Net income for  the period                                                                                                                                       |       |             |       |                    |       |                                                             |       | 371,921    |       | 371,921 |   |
| **Balance—December 31,  2005**                                                                                                                         |       | 26,250,000       |       | 2,625                   |       | 95,747,698                                                       |       | 273,925    |       | 96,024,248 |   |
| Accretion of  trust fund relating to common stock subject to possible redemption                                                                                 |       |             |       |                    |       |                                                             |       | (129,093   | )          | (129,093 | ) |
| Net income for  the period                                                                                                                                       |       |             |       |                    |       |                                                             |       | 315,955    |       | 315,955 |   |
| **Balance—March 31, 2006  (Unaudited)**                                                                                                                |       | 26,250,000       |       | $                       | 2,625      |                                                             | $          | 95,747,698 |       | $ | 460,787 |   | $ | 96,211,110 |   |

See notesto condensed financial statements

5

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**FederalServices Acquisition Corporation**(a development stage company)**Condensed Statements of Cash Flows**

**(Unaudited)**
| ** **                                                                                                                           | ** ** | **For the Three  Months ended  March 31,  2006** | ** ** | **For the period from  April 12, 2005 (date  of inception)  through March 31,  2006** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Cash flows from operating activities:**                                                                        |       |                                                                 |       |                                                                                                                               |       |
| Net income                                                                                                                      |       | $                                                                    | 315,955    |                                                                                                                               | $          | 687,876 |   |
| Adjustments to reconcile net income to net cash  provided by operating activities: |       |                                                                 |       |                                                                                                                               |       |
| Deferred income tax                                                                                                        |       | (250,436)                                                            |       | (269,351)                                                                                                                          |       |
| Changes in:                                                                                                                          |       |                                                                 |       |                                                                                                                               |       |
| Interest receivable                                                                                                                  |       | (20,477                                                              | )          | (59,921                                                                                                                            | )          |
| Prepaid expenses                                                                                                                     |       | 25,314                                                               |       | (46,808                                                                                                                            | )          |
| Accrued expenses                                                                                                                     |       | 391,230                                                              |       | 425,519                                                                                                                            |       |
| Income taxes payable—current                                                                                                    |       | 71,111                                                               |       | 427,111                                                                                                                            |       |
|                                                                                                                                 |       |                                                                 |       |                                                                                                                               |       |
| Net cash provided by operating activities                                                                                            |       | 532,697                                                              |       | 1,164,426                                                                                                                          |       |
| ** **                                                                                                                           |       |                                                                 |       |                                                                                                                               |       |
| **Cash flows from investing  activities:**                                                                                           |       |                                                                 |       |                                                                                                                               |       |
| Purchase of U.S. government securities held in Trust  fund                                                                           |       | (118,220,220                                                         | )          | (353,068,878                                                                                                                       | )          |
| Maturities of U.S. government securities held in  Trust fund                                                                         |       | 117,669,592                                                          |       | 234,848,658                                                                                                                        |       |
| Cash held in Trust Fund                                                                                                              |       | (170,738                                                             | )          | (452,086                                                                                                                           | )          |
|                                                                                                                                 |       |                                                                 |       |                                                                                                                               |       |
| Net cash used in investing activities                                                                                                |       | (721,366                                                             | )          | (118,672,306                                                                                                                       | )          |
| ** **                                                                                                                           |       |                                                                 |       |                                                                                                                               |       |
| **Cash flows from financing  activities:**                                                                                           |       |                                                                 |       |                                                                                                                               |       |
| Proceeds from public offering, net of expenses                                                                                       |       | 0                                                                    |       | 119,168,605                                                                                                                        |       |
| Proceeds from notes payable to stockholders                                                                                          |       | 0                                                                    |       | 154,000                                                                                                                            |       |
| Repayment of notes to stockholders                                                                                                   |       | 0                                                                    |       | (154,000                                                                                                                           | )          |
| Proceeds from sale of common stock to founders                                                                                       |       | 0                                                                    |       | 6,000                                                                                                                              |       |
|                                                                                                                                 |       |                                                                 |       |                                                                                                                               |       |
| Net cash provided by financing activities                                                                                            |       | 0                                                                    |       | 119,174,605                                                                                                                        |       |
| ** **                                                                                                                           |       |                                                                 |       |                                                                                                                               |       |
| **Net  (decrease) increase in cash and cash equivalents**                                                                            |       | (188,669                                                             | )          | 1,666,725                                                                                                                          |       |
| Cash and cash  equivalents—beginning of period                                                                                  |       | 1,855,394                                                            |       | 0                                                                                                                                  |       |
|                                                                                                                                 |       |                                                                 |       |                                                                                                                               |       |
| Cash and cash  equivalents—end of period                                                                                        |       | $                                                                    | 1,666,725  |                                                                                                                               | $          | 1,666,725 |   |
| ** **                                                                                                                           |       |                                                                 |       |                                                                                                                               |       |
| **Supplemental Disclosure:**                                                                                                         |       |                                                                 |       |                                                                                                                               |       |
| Cash paid during the  period for:                                                                                                    |       |                                                                 |       |                                                                                                                               |       |
| Income taxes                                                                                                                         |       | $                                                                    | 442,885    |                                                                                                                               | $          | 442,885 |   |
| Non-cash activities:                                                                                                                 |       |                                                                 |       |                                                                                                                               |       |
| Reclassification of common stock subject to possible  redemption                                                                     |       |                                                                 |       | 23,424,282                                                                                                                         |       |
| Accretion of  trust fund relating to common stock subject to possible redemption                                                     |       | 129,093                                                              |       | 227,089                                                                                                                            |       |

See notesto condensed financial statements.

6

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**FEDERAL SERVICES ACQUISITION CORPORATION(a development stage company)**

**Notes to Condensed FinancialStatementsMarch 31, 2006**

**NOTE A—BASIS OF PRESENTATION**

In theopinion of management, the accompanying unaudited condensed financialstatements contain all adjustments necessary to present fairly the financialposition of Federal Services Acquisition Corporation (the “Company”) and itsresults of operations and cash flows for the interim period presented. Suchfinancial statements have been condensed in accordance with the applicableregulations of the Securities and Exchange Commission and, therefore, do notinclude all disclosures required by accounting principles generally accepted inthe United States of America. These financial statements should be read inconjunction with Federal Services Acquisition Corporation’s audited financialstatements for the period from April 12, 2005 (Date of Inception) to December 31,2005 included on Form 10-K filed on March 31, 2006. The resultsof the Company’s operations for the interim period are not necessarilyindicative of the operating results for the full year.

**NOTE B—ORGANIZATION AND BUSINESS OPERATIONS**

TheCompany was incorporated in Delaware on April 12, 2005. The Company wasformed to serve as a vehicle for the acquisition of an operating business inthe federal services and defense industries through a merger, capital stockexchange, asset acquisition, stock purchase or other similar businesscombination. The Company has neither engaged in any operations nor generatedrevenue to date. The Company is considered to be in the development stage andis subject to the risks associated with activities of development stagecompanies.

Theregistration statement for the Company’s initial public offering (“Offering”)was declared effective on October 19, 2005. The Company consummated theoffering on October 25, 2005 and received net proceeds of $119,169,000.The Company’s management has broad discretion with respect to the specificapplication of the net proceeds of the Offering, although substantially all ofthe net proceeds of the Offering are intended to be generally applied towardconsummating a business combination with (or acquisition of) an operatingbusiness in the federal services and defense industries (“Business Combination”).Nonetheless, there is no assurance that the Company will be able tosuccessfully effect a Business Combination. As of March 31, 2006, anamount of $118,732,227 including interest receivable of $59,921 of the netproceeds is being held in a trust account (“Trust Account”) and is invested inU.S. government securities, and cash or cash equivalents until the earlier of (i) theconsummation of its first Business Combination or (ii) the distribution ofthe Trust Account to the Company’s public stockholders. The remaining proceedsmay be used to pay for business, legal and accounting due diligence onprospective acquisitions and continuing general and administrative expenses.The Company, after signing a definitive agreement for the acquisition of atarget business, will submit such transaction for stockholder approval. In theevent that public stockholders of 20% or more of the outstanding stock(excluding, for this purpose, those shares of common stock issued prior to theOffering) vote against the Business Combination and exercise their conversionrights, the Business Combination will not be consummated.

In theevent that the Company does not consummate a Business Combination within18 months from the date of the consummation of the Offering, or24 months from the consummation of the Offering if certain extensioncriteria have been satisfied (the “Acquisition Period”), the proceeds held inthe Trust Account

7

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will bedistributed to the Company’s public stockholders, excluding the Founders(defined in the following sentence) to the extent of their stock acquired priorto the Offering. However, the persons who were stockholders prior to theOffering (the “Founders”) will participate in any liquidation distribution withrespect to any shares of the common stock acquired in connection with orfollowing the Offering. In the event of such distribution, it is likely thatthe per share value of the residual assets remaining available for distribution(including Trust Account assets) will be less than the initial public offeringprice per unit in the Offering (assuming no value is attributed to the Warrantscontained in the Units offered in the Offering as discussed in Note D).

Publicstockholders owning less than 20% of the shares sold in the Offering who voteagainst a Business Combination and exercise their conversion rights will beentitled to convert their stock into a pro rata share of the Trust Account,including any interest earned on their portion of the Trust Account (net oftaxes payable), if the Business Combination is approved and consummated. TheFounders cannot convert their stock into a pro rata share of the Trust Accountunder these circumstances, because they have agreed to vote their stock inaccordance with the majority of the shares of common stock voted by the publicstockholders. Public stockholders who convert their stock will retain anywarrants they hold.

TheFounders will be entitled to registration rights pursuant to an agreementsigned as a part of the Offering. The holders of the majority of these sharesare entitled to make up to two demands that the Company register these shares. Theholders of the majority of these shares can elect to exercise theseregistration rights at any time after the date on which their shares of commonstock are released from escrow (see below). In addition, these stockholdershave certain “piggy-back” registration rights on registration statements filedsubsequent to such date. The Company will bear the expenses incurred inconnection with the filing of any such registration statement.

Uponconsummation of the Offering, the Founders placed the shares they owned into anescrow account. These shares will not be transferable during the escrow periodand will not be released from escrow until the earliest of:

·                           threeyears following the date of the Offering;

·                           liquidation;and

·                           theconsummation of a liquidation, merger, stock exchange or other similartransaction which results in all of the stockholders having the right toexchange their shares of common stock for cash, securities or other propertysubsequent to the Company consummating a Business Combination with a targetbusiness.

Duringthe escrow period, the holders of these shares will not be able to sell ortransfer their securities except to their spouses and children or trustsestablished for their benefit, but will retain all other rights asstockholders, including, without limitation, the right to vote their shares ofcommon stock and the right to receive cash dividends, if declared. If dividendsare declared and payable in shares of common stock, such dividends will also beplaced in escrow. If the Company is unable to effect a Business Combination andliquidates, none of the Founders will receive any portion of the liquidationproceeds with respect to common stock owned by them.

**NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**[1]    Cashand cash equivalents:**

TheCompany considers all highly liquid investments with original maturities ofthree months or less to be cash equivalents. The Company had cash deposits inexcess of the federally insured limits at March 31, 2006.

**[2]   Earningsper common share:**

Basicincome per share is based on the weighted average number of common sharesoutstanding during the period. Diluted income per share reflects the potentialdilution assuming common shares were issued upon

8

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theexercise of outstanding in-the-money warrants and the proceeds thereof wereused to purchase treasury shares at the average market price during the period.

**[3]    Useof estimates:**

Thepreparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makeestimates and assumptions that affect the amounts in the financial statementsand accompanying notes. Actual results could differ from those estimates.

**[4]     Fair value of financial instruments:**

Thecarrying amounts of the Company’s financial assets, including cash and cashequivalents and short term investments, approximate fair value because of theirshort term maturities.

**[5]    Incometaxes:**

Deferredincome taxes are provided for the differences between the bases of assets andliabilities for financial reporting and income tax purposes. Deferred taxassets and liabilities are measured using tax rates in effect for the year inwhich those temporary differences are expected to be recovered or settled. Avaluation allowance is established when necessary to reduce deferred tax assetsto the amount expected to be realized.

**NOTE D—INITIAL PUBLIC OFFERING**

On October 25,2005, the Company sold 21,000,000 Units (“Units”). Each Unit consisted of oneshare of the Company’s common stock, $.0001 par value, and two warrants (“Warrants”).Each Warrant entitles the holder to purchase from the Company one share ofcommon stock at an exercise price of $5.00. Each Warrant is exercisable on thelater of (a) the completion of a Business Combination or (b) October 19,2006 and expires October 19, 2009, or earlier upon redemption. TheWarrants are redeemable at a price of $.01 per Warrant upon 30 days noticeafter the Warrants become exercisable, only in the event that the last saleprice of the common stock is at least $8.50 per share for any 20 trading dayswithin a 30 trading day period ending on the third day prior to the date onwhich notice of redemption is given.

Inconnection with the Offering, the Company paid CRT Capital Group LLC anunderwriter’s discount of 5% of the gross proceeds of the Offering.

**NOTE E—INVESTMENTS HELD IN TRUST**

Themanagement of the Company intends to hold till maturity the investments held inthe Trust Account, which consist principally of short-term Treasury Bills. Thesebills are purchased at a discount and the Company accretes interest incomewhich is equivalent to the difference between the purchase price and the marketprice.

**NOTE F—INCOME TAXES**

Theprovision for income taxes for the three months ending March 31, 2006consists of the following:

 
| Current                |   |     |    |
|------------------------|--------|----------|---------|
| Federal                |   | $        | 322,062 |   |
| State and local        |   | 191,934  |    |
| Deferred tax (benefit) |   |     |    |
| Federal                |   | (159,297 | )       |
| State and local        |   | (91,139  | )       |
| Total                  |   | $        | 263,560 |   |

 

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Provisionshave been made for deferred taxes based on differences between the tax basis ofassets and liabilities using currently enacted rates and regulations.

Deferredtax assets and liabilities at March 31, 2006 and December 31, 2005consist of the following:
| ** **                                                 | ** ** | **As of   March 31,  2006** | ** ** | **As of   December 31,  2005** | ** ** |
|------------------------------------------------------------|------------|--------------------------------------------|------------|-----------------------------------------------|------------|
| Deferred tax  assets — start up costs                 |       | $                                          | 296,387    |                                          | $          | 34,629 |   |
| Deferred tax  liability — accrued interest receivable |       | (27,036                                    | )          | (15,714                                       | )          |
| Net deferred tax  benefit                                  |       | $                                          | 269,350    |                                          | $          | 18,915 |   |

 

TheCompany has recorded a deferred tax asset. Realization is dependent onacquiring an operating company and the ability to use the deferred tax expensesto offset operating income. Although realization is not assured, managementbelieves it is more likely than not that all of the deferred tax will berealized through future taxable income.

**NOTE G—NOTES PAYABLE TO STOCKHOLDERS**

TheCompany issued two $77,000 non-interest bearing unsecured promissory notes totwo of the Founders of the Company on April 18, 2005.  The notes wererepaid in the accordance with their terms on October 25, 2005 from theproceeds of the Offering.

**NOTE H—RELATED PARTY TRANSACTION**

TheCompany has agreed to pay CM Equity Management, L.P., a company where certainof the Founders serve in executive capacities, an administrative fee of $7,500per month for office space and general and administrative services from October 19,2005 through the effective date of the acquisition of a target business. Forthe three months ending March 31, 2006, the amount paid to this entity was$22,500. For the period from inception to March 31, 2006, the amount paidto this entity was $40,645.

Two ofthe Founders have agreed with the Company and the underwriters that if theCompany liquidates prior to the consummation of a Business Combination, theymay be personally liable to ensure that the proceeds of the Trust Account arenot reduced by the claims of vendors or others entities that are owed money bythe Company for services rendered or products sold to the Company or the claimsof prospective target businesses.

**NOTE I—COMMITMENTS**

TheCompany has a commitment to pay to CRT Capital Group LLC a 2% fee of the grossoffering proceeds, or $2,520,000, payable upon the Company’s consummation of aBusiness Combination.

TheCompany has engaged CRT Capital Group LLC, the underwriter, on a non-exclusivebasis, as their agent for the solicitation of the exercise of the warrants. TheCompany has agreed to pay CRT Capital Group LLC a commission equal to 2% of theexercise price for each warrant exercised more than one year from October 19,2005 if the exercise was solicited by CRT Capital Group LLC.

**NOTE J—COMMON STOCK RESERVED FOR ISSUANCE**

At March 31,2006, 42,000,000 shares of common stock were reserved for issuance uponexercise of redeemable warrants.

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**NOTE K—FOUNDERS**

One or more of theFounders agreed with the Company that during the 40 trading day periodbeginning 60 days after the end of the “restricted period” underRegulation M, they collectively would spend up to $2,000,000 to purchasewarrants in the public marketplace at prices not to exceed $.65 per warrant.They have further agreed that any warrants purchased by them or theiraffiliates or designees would not be sold or transferred until the completionof a Business Combination. As of March 31, 2006, 3,699,528 warrants havebeen purchased by the Founders.

**NOTE L—SUBSEQUENT EVENTS**

On April 19,2006, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”)with Advanced Technology Systems, Inc. (“ATS”), the holders of all of theoutstanding shares of ATS, and Claude Rumsey, as shareholders’ representative,pursuant to which the Company will acquire (the “Acquisition”) all of theissued and outstanding shares of ATS and, indirectly through ATS, all of theoutstanding shares of ATS’ wholly owned subsidiaries.

ATSprovides systems integration and application development, IT infrastructuremanagement and strategic IT consulting services to U.S. federal governmentagencies. As part of its complete systems life-cycle approach, ATS offersits clients an integrated full-service IT infrastructure outsourcing solutionthat allows an agency to focus on its core mission while reducing costs andmaintaining system uptime.

The Company will purchaseall of the outstanding capital stock of ATS for up to $124 million. Thepurchase price will be comprised of $84 million in cash and $1 million in stockat closing and up to $39 million in aggregate additional cash payments over atwo-year period upon ATS’ achievement of specified targets for adjustedearnings before interest, taxes, depreciation and amortization following theclosing. The Acquisition is expected to be consummated during the summer of2006, after the required approval by our stockholders and the fulfillment ofcertain other conditions as disclosed in the Stock Purchase Agreement.

 

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**Item 2. Management’s Discussion andAnalysis of Financial Condition and Results of Operations.**

***FORWARD-LOOKINGSTATEMENTS***

*This Quarterly Report on Form 10-Qand the documents incorporated by reference into the Quarterly Report on Form 10-Qinclude forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933 and Section 21E of the Securities Exchange Actof 1934. These forward-looking statements can be identified by the use offorward-looking terminology, including the words “believes,” “estimates,” “anticipates,”“expects,” “intends,” “may,” “will” or “should,” or, in each case, theirnegative or other variations or comparable terminology. Such statementsinclude, but are not limited to, any statements relating to our ability toconsummate any acquisition or other business combination and any otherstatements that are not historical facts. These statements are based onmanagement’s current expectations, but actual results may differ materially dueto various factors, including, but not limited to:*

·                  *our being a development stage company with nooperating history;*

·                  *our dependence on key personnel, some of whom may ormay not join us following a business combination;*

·                  *risks that the acquisition of ATS or another businesscombination may not be completed due to failure of the conditions to closing ofthe acquisition being satisfied or other factors;*

·                  *our personnel allocating their time to otherbusinesses and potentially having conflicts of interest with our business;*

·                  *our potentially being unable to obtain additionalfinancing to complete a business combination;*

·                  *the ownership of our securities being concentrated;*

·                  *risks associated with the federal services industry;*

·                  *risks associated with the defense industry; and*

·                  *those other risks and uncertainties detailed in theCompany’s filings with the Securities and Exchange Commission.*

*By their nature, forward-lookingstatements involve risks and uncertainties because they relate to events anddepend on circumstances that may or may not occur in the future. We caution youthat forward-looking statements are not guarantees of future performance andthat our actual results of operations, financial condition and liquidity, anddevelopments in the industry in which we operate, may differ materially fromthose made in or suggested by the forward-looking statements contained in thisQuarterly Report on Form 10-Q. In addition, even if our results ofoperations, financial condition and liquidity, and developments in the industryin which we operate, are consistent with the forward-looking statementscontained in this Quarterly Report on Form 10-Q, those results ordevelopments may not be indicative of results or developments in subsequentperiods.*

*These forward-looking statements aresubject to numerous risks, uncertainties and assumptions about us. Theforward-looking events we discuss in this Quarterly Report on Form 10-Qspeak only as of the date of such statement and might not occur in light ofthese risks, uncertainties and assumptions. We undertake no obligation anddisclaim any obligation to publicly update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise.*

*Unless otherwise provided in thisQuarterly Report on Form 10-Q, references to “the Company,” “theRegistrant,” “we,” “us” and “our” refer to Federal Services AcquisitionCorporation.*

**MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

We are a “blank check” company organized under thelaws of the State of Delaware on April 12, 2005 and were formed for thepurpose of acquiring, through a merger, capital stock exchange, assetacquisition, stock purchase or other similar business combination, an operatingbusiness in the federal

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services and defense industries. We intend to use thetrust account funds, together with any additional financing arrangements thatwe undertake, to effect a business combination.

We have neither engaged in any operations norgenerated any revenues nor incurred any debt or expenses during the periodended March 31, 2006, other than in connection with our public offeringand, thereafter, certain legal and other expenses related to pursuingacquisitions of target businesses. Our entire activity since inception has beento prepare for and consummate our initial public offering and to identify andinvestigate target businesses for a business combination.

Our net proceeds from the sale of our units, afterdeducting offering expenses of approximately $531,000 and underwriting discountsof $6,300,000, were approximately $119,169,000. Of this amount, $117,180,000,was placed in trust and the remaining $1,989,000 was not placed in trust. Wewill use substantially all of the net proceeds of our offering to acquire atarget business, including identifying and evaluating prospective acquisitioncandidates, selecting the target business, and structuring, negotiating andconsummating the business combination. To the extent that our capital stock isused in whole or in part as consideration to effect a business combination, theproceeds held in the trust account as well as any other net proceeds notexpended will be used to finance the operations of the target business. Webelieve that the funds available to us outside of the trust account will besufficient to allow us to operate for at least the next 24 months, assumingthat a business combination is not consummated during that time. For the threemonths ended March 31, 2006, we have incurred the following expenses:

·                  $478,823 forlegal, accounting, travel and other expenses attendant to the due diligenceinvestigations, structuring, and negotiating of a business combination;

·                  $22,500 foradministrative services and support ($7,500 per month);

·                  $42,140 ofexpenses for legal and accounting fees relating to our SEC reportingobligations;

·                  $30,060 forfranchise and capital taxes;

·                  $20,959 fordirector and officer liability insurance premiums; and

·                  $15,715 formiscellaneous expenses and reserves.

For the three months ended March 31, 2006, we haveearned interest from the proceeds held in the trust account in the amount of$1,176,728 (including accrued interest of $59,921). For the three months ended March 31,2006, we have earned interest from the funds not placed in the trust account of$12,984.

We do not believe we will need to raise additionalfunds in order to meet the expenditures required for operating our business. However,we may need to raise additional funds through a private offering of debt orequity securities if such funds are required to consummate a businesscombination that is presented to us. We would only consummate such afundraising simultaneously with the consummation of a business combination.

On October 25, 2005, we used $154,000 of ourgeneral working capital to repay the notes payable to our initial stockholders,Mr. Jacks and Mr. Schulte. The loans were repaid in full, withoutinterest, and cancelled.

On October 25, 2005, we used $85,000 of ourgeneral working capital to pay premiums associated with our directors and officers’liability insurance. As of March 31, 2006, $46,808 of this amountrepresents the prepaid portion for the cost of such insurance through October 19,2006.

We have agreed to pay, through the date of ouracquisition of a target business, CM Equity Management, L.P., an affiliate of Messrs. Jacksand Schulte, $7,500 per month for office space and certain office andsecretarial services.

As of March 31, 2006, $118,732,227, includinginterest receivable of $59,921, was held in trust and we had $1,666,725 of theavailable funds remaining and available to us for our activities in connectionwith

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identifyingand conducting due diligence of a suitable business combination, and forgeneral corporate matters.

**Critical Accounting Policies**

The preparation of financial statements and relateddisclosures in conformity with generally accepted accounting principles in theUnited States requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities, disclosure of contingent assetsand liabilities at the date of the financial statements, and revenues andexpenses during the periods reported. Actual results could materially differfrom those estimates. We have determined that we currently are not subject toany critical accounting policies.

**Recent Developments**

On April 19, 2006, we entered into a StockPurchase Agreement (the “Stock Purchase Agreement”) with Advanced TechnologySystems, Inc. (“ATS”), the holders of all of the outstanding shares ofATS, and Claude Rumsey, as shareholders’ representative, pursuant to which wewill acquire (the “Acquisition”) all of the issued and outstanding shares ofATS and, indirectly through ATS, all of the outstanding shares of ATS’ whollyowned subsidiaries.

ATS provides systems integration and applicationdevelopment, IT infrastructure management and strategic IT consulting servicesto U.S. federal government agencies. As part of its complete systemslife-cycle approach, ATS offers its clients an integrated full-service ITinfrastructure outsourcing solution that allows an agency to focus on its coremission while reducing costs and maintaining system uptime.

Our Vice Chairman, Dr. Edward H. Bersoff, willbecome Chairman, President and Chief Executive Officer of the Company and ATSupon consummation of the Acquisition. ATS’ Senior Vice President and ChiefOperating Officer, Leon Perry, will continue as Senior Vice President and ChiefOperating Officer of ATS after the transaction closes. On May 3, 2006, ourBoard of Directors voted to appoint Joseph A. Saponaro and Edward J. Smith toour Board of Directors, to serve until their respective successors are dulyelected and qualified. We plan to identify additional senior officers anddirectors prior to the closing of the Acquisition.

The Acquisition is expected to be consummated duringthe summer of 2006, after the required approval by our stockholders and thefulfillment of certain other conditions. For additional information on theAcquisition, please see our Current Report on Form 8-K filed withthe Securities and Exchange Commission on April 20, 2006.

**Item 3. Quantitative and QualitativeDisclosures about Market Risk.**

Market risk is the sensitivity of income to changes ininterest rates, foreign exchanges, commodity prices, equity prices, and othermarket-driven rates or prices. We are not presently engaged in, and if asuitable business target is not identified by us prior to the prescribedliquidation of the trust account, we may not engage in, any substantivecommercial business. Accordingly, the risks associated with foreign exchangerates, commodity prices, and equity prices are not significant. The availablefunds which are not immediately required to pay our expenses have been investedonly in United States “government securities,” defined as any Treasury Billissued by the United States having a maturity of one hundred and eighty days orless. Given our limited risk in our exposure to U.S. Treasury Bills, we do notview the interest rate risk to be significant. We do not enter into derivativesor other financial instruments for trading or speculative purposes.

**Item 4. Controls and Procedures.**

Our management carried out an evaluation, with theparticipation of our Chief Executive Officer (principal executive officer) andour Chief Financial Officer (principal financial officer) of the effectivenessof our disclosure controls and procedures (as defined in Rule 13a-15(e) or15d — 15(e) of the Securities Exchange Act of 1934, as amended) as of March 31,2006. Based upon that evaluation, our

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ChiefExecutive Officer and Chief Financial Officer have concluded that ourdisclosure controls and procedures were effective to ensure that informationrequired to be disclosed by us in reports that we file or submit under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarizedand reported, within the time periods specified in the rules and forms ofthe Securities and Exchange Commission.

There has not been any change in our internal controlover financial reporting (as defined in Rule 13a-15(f) or 15d —15(f) of the Securities Exchange Act of 1934, as amended) in connectionwith the evaluation required by Rule 13a-15(d) under theExchange Act that occurred during the quarter ended March 31, 2006, thathas materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

PART II — OTHERINFORMATION

**Item 1. Legal Proceedings.**

Not applicable.

**Item 1.A. Risk Factors.**

In addition to the risk factors contained in ourAnnual Report on Form 10-K for the fiscal year ended December 31,2005, filed with the Securities and Exchange Commission on March 31, 2006,you should consider the following risk factors relating to the business of ATS:

**Risks associated with theacquisition of ATS**

***We may not be able to consummate the acquisition, or anotherbusiness combination, within the required time frame, in which case, we wouldbe forced to liquidate.***

We must complete abusiness combination with a fair market value of at least 80% of our net assetsat the time of acquisition by April 25, 2007 (or by October 25, 2007if a letter of intent, agreement in principle or a definitive agreement hasbeen executed by April 25, 2007 and the business combination relativethereto has not been consummated by such date). If we fail to consummate theacquisition within the required time frame, we will be forced to liquidate ourassets.

***If weare forced to liquidate before a business combination, our public stockholderswill receive less than $6.00 per share upon distribution of the trust account,and our warrants will expire worthless.***

If we are unableto complete the acquisition or another business combination and are forced toliquidate our assets, the per share liquidation value will be less than $6.00because of the expenses related to our initial public offering, our general andadministrative expenses and the costs of performing due diligence for theacquisition, negotiating the Stock Purchase Agreement and otherwise seeking abusiness combination. Furthermore, the warrants will expire worthless if weliquidate before the completion of a business combination.

***Certain of our key personnel may join us following theacquisition and may be unfamiliar with the requirements of operating a publiccompany, which may adversely affect our operations, including significantlyreducing our revenues and net income, if any.***

Our ability tosuccessfully effect the acquisition of ATS will be completely dependent uponthe efforts of our key personnel. Upon the completion of the acquisition, ourcurrent Chairman and Chief Executive Officer, Joel R. Jacks, and our currentPresident, Treasurer and Secretary, Peter M. Schulte, will resign as officersbut will remain members of our board of directors. Dr. Edward H. Bersoffwill become our Chairman, President and Chief Executive Officer and Leon C.Perry, the Senior Vice President and Chief Operating Officer of ATS willcontinue in that role. Dr. Bersoff has significant public companyexperience. The

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members of the managementof ATS who will remain with us following the closing of the acquisition do nothave such experience and are unfamiliar with the requirements of operating apublic company under U.S. securities laws, which could cause us to expend timeand resources helping them become familiar with such laws. This could beexpensive and time-consuming and could lead to various regulatory issues thatmay adversely affect our operations, including significantly reducing ourrevenues and net income, if any.

***Weexpect to incur significant costs associated with the acquisition, whether ornot the acquisition is completed, which costs will significantly reduce theamount of cash available to be used to consummate a business combination.***

We expect to incursignificant costs associated with the acquisition, whether or not theacquisition is completed. By incurring these costs, we will significantlyreduce the amount of cash available to be used for consummating a businesscombination.

***As aresult of the acquisition, our stockholders will be solely dependent on asingle business.***

As a result of theacquisition, our stockholders will be solely dependent upon the performance ofATS and its business. ATS will remain subject to a number of risks that relategenerally to the federal services industry and other risks. See “Risks Relatedto our Business and Operations Following the Acquisition.”

***If the acquisition’s benefits do not meet theexpectations of financial or industry analysts, the market price of our commonstock may decline.***

The market price of our common stock may decline as a result of theacquisition if:

·                  we do not achieve the perceived benefits of the acquisition as rapidlyas, or to the extent anticipated by, financial or industry analysts; or

·                  the effect of the acquisition on our financial results is not consistentwith the expectations of financial or industry analysts.

Accordingly,investors may experience a loss as a result of a decreasing stock price and wemay not be able to raise future capital, if necessary, in the equity markets.

***Our directors may havecertain conflicts in determining to recommend the acquisition of ATS sincecertain of their interests, and certain interests of their affiliates andassociates, are different from, or in addition to, your interests as astockholder.***

Members of our board of directors have interests in and arising from theacquisition of ATS that are different from, or in addition to, your interestsas a stockholder which could result in a real or perceived conflict of interest.These interests include the fact that certain of the shares of common stockowned by them, or their affiliates and associates, would become worthless ifthe acquisition is not approved and we otherwise fail to consummate a businesscombination prior to our liquidation date. Such shares, as of March 31,2006, had a market value of approximately $30,187,500. Similarly, the warrantsowned by such directors, affiliates and associates to purchase 3,699,528 sharesof common stock would expire worthless. If the acquisition is approved, Mr. Jacksand Mr. Schulte will continue to serve as members of our board ofdirectors after the acquisition, and will be compensated for such services. Furthermore,Dr. Bersoff, who currently serves as our Vice Chairman, will become ourChairman, President and Chief Executive Officer, and be compensated in suchcapacity.

***Members of our board of directors may haveconflicts of interest that could hinder our ability to make acquisitions.***

One of our growth strategies following completionof the acquisition of ATS will be to make selective acquisitions ofcomplementary businesses. Two of our directors, Messrs. Jacks and Schulte,are

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principals of CM Equity Partners, a sponsor of private equity funds. Someof these funds are focused on investments in, among other things, businesses inthe federal services sector.  It ispossible that CM Equity Partners and related funds could be interested inacquiring businesses that we would also be interested in, and that theserelationships could hinder our ability to carry out our acquisition strategy.

***Weplan to issue shares of our common stock to complete the acquisition of ATS,which will reduce the equity interest of our stockholders.***

Our Amended andRestated Certificate of Incorporation authorizes the issuance of up to 100.0million shares of common stock, par value $.0001 per share, and 1.0 millionshares of preferred stock, par value $.0001 per share. We currently have31,750,000 authorized but unissued shares of our common stock available forissuance (after appropriate reservation for the issuance of shares upon fullexercise of our outstanding warrants) and all of the 1.0 million shares ofpreferred stock available for issuance. As set forth in the Stock PurchaseAgreement, certain ATS shareholders have elected to receive a portion of thepurchase price for the acquisition in shares of our common stock. Suchshareholders will receive an aggregate of 173,913 shares of our common stock onthe closing date. The issuance of such shares will reduce the equity interestof our stockholders on a pro rata basis.

***If our initial stockholders and certain ATSshareholders exercise their registration rights, it may have an adverse effecton the market price of our common stock.***

Our initial stockholders are entitled to demand that we register theresale of their shares of common stock in certain circumstances. If our initialstockholders exercise their registration rights with respect to all of theirshares of common stock, then there will be an additional 5,250,000 shares ofcommon stock eligible for trading in the public market. We have also grantedregistration rights to those shareholders of ATS who will receive 173,913shares of our common stock upon closing of the acquisition pursuant to thestock purchase agreement. The presence of this additional number of shares ofcommon stock eligible for trading in the public market may have an adverseeffect on the market price of our common stock.

**Risks Related to Our Business andOperations Following the Acquisition**

***The loss or impairment of ATS’ relationship with the U.S.government and its agencies could adversely affect ATS business.***

ATS derivedapproximately 90% of its total revenue in fiscal 2005 from contracts with theU.S. government and government sponsored entities. ATS expects that U.S. governmentcontracts will continue to be a significant source of revenue for theforeseeable future. If ATS or any of its partners was suspended or prohibitedfrom contracting with the U.S. government generally or any agency or relatedentity, if ATS’ reputation or relationship with government agencies wasimpaired, or if the U.S. government or any agency or related entity ceaseddoing business with them or significantly decreased the amount of business itdoes with them, ATS’ business, prospects, financial condition and operatingresults could be significantly impaired.

***Changes by the U.S.government in its spending priorities may cause a reduction in the demand forthe products or services that we may ultimately offer, which could adverselyaffect our business.***

Changes in theU.S. government budgetary priorities could directly affect ATS’ financialperformance. Government expenditures tend to fluctuate based on a variety ofpolitical, economic and social factors. A significant decline in governmentexpenditures, or a shift of expenditures away from programs ATS supports, or achange in U.S. government contracting policies causing its agencies to reducetheir expenditures under contracts, to exercise their right to terminatecontracts at any time without penalty, not to exercise options to renewcontracts or to delay or not enter into new contracts, could adversely affectATS’ business, prospects, financial condition or operating results.

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***ATS is required to comply with complex procurement laws andregulations, and the cost of compliance with these laws and regulations andpenalties and sanctions for any non-compliance could adversely affect ATS’business.***

ATS is required tocomply with laws and regulations relating to the administration and performanceof U.S. government contracts, which affect how ATS does business with itscustomers and imposes added costs on its business. If a government review orinvestigation uncovers improper or illegal activities, ATS may be subject tocivil and criminal penalties and administrative sanctions, includingtermination of contracts, forfeiture of profits, suspension of payments, finesand suspension or debarment from doing business with U.S. government agencies,any of which could materially adversely affect ATS’ business, prospects,financial condition or operating results.

***The U.S. governmentmay reform its procurement or other practices in a manner adverse to ATS.***

Because ATSderives a significant portion of its revenues from contracts with the U.S.government or its agencies, we believe that the success and development of ATS’business will depend on its continued successful participation in federalcontracting programs. The U.S. government may reform its procurement practicesor adopt new contracting rules and regulations, including cost-accountingstandards, that could be costly to satisfy or that could impair ATS’ ability toobtain new contracts. It also could adopt new contracting methods to GeneralServices Administration, or GSA, or other government-wide contracts, or adoptnew standards for contract awards intended to achieve certain socio-economic orother policy objectives, such as establishing new set-aside programs for smallor minority-owned businesses. In addition, the U.S. government may facerestrictions from new legislation or regulations, as well as pressure fromgovernment employees and their unions, on the nature and amount of services theU.S. government may obtain from private contractors. These changes could impairATS’ ability to obtain new contracts. Any new contracting methods could becostly or administratively difficult for ATS to implement and, as a result,could harm its operating results.

***Government contracts are usually awarded through acompetitive bidding process that entails risks not present in othercircumstances.***

A significantportion of ATS’ contracts and task orders with the U.S. government are awardedthrough a competitive bidding process. ATS expects that much of the business itwill seek in the foreseeable future will continue to be awarded throughcompetitive bidding. Budgetary pressures and changes in the procurement processhave caused many government clients to increasingly purchase goods and servicesthrough indefinite delivery/indefinite quantity, or ID/IQ, contracts,  GSA schedule contracts and othergovernment-wide acquisition contracts, or GWAC. These contracts, some of whichare awarded to multiple contractors, have increased competition and pricingpressure, requiring ATS to make sustained post-award efforts to realize revenueunder each such contract. Competitive bidding presents a number of risks,including without limitation:

·                  theneed to bid on programs in advance of the completion of their design, which mayresult in unforeseen technological difficulties and cost overruns;

·                  thesubstantial cost and managerial time and effort that ATS may spend to preparebids and proposals for contracts that may not be awarded to ATS;

·                  theneed to accurately estimate the resources and cost structure that will berequired to service any contract ATS is awarded; and

·                  theexpense and delay that may arise if ATS’ or its partners’ competitors protestor challenge contract awards made to ATS or its partners pursuant tocompetitive bidding, and the risk that any such protest or challenge couldresult in the resubmission of bids on modified specifications, or intermination, reduction or modification of the awarded contract.

If ATS is unableto consistently win new contract awards over any extended period, ATS’ businessand prospects will be adversely affected and that could cause ATS’ actualresults to be adversely affected. In addition, upon the expiration of acontract, if the client requires further services of the type provided by thecontract, there is frequently a competitive rebidding process. There can be noassurance

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that we will win anyparticular bid, or that we will be able to replace business lost uponexpiration or completion of a contract, and the termination or non-renewal ofany of our significant contracts could cause our actual results could beadversely affected.

***Restrictionson or other changes to the U.S. government’s use of service contracts may harmATS’ operating results.***

ATS derives asignificant amount of its revenue from service contracts with the U.S.government. The U.S. government may face restrictions from new legislation,regulations or government union pressures, on the nature and amount of servicesthe government may obtain from private contractors. Any reduction in thegovernment’s use of private contractors to provide federal services wouldadversely impact ATS’ business.

***ATS’ contracts with the U.S. government and its agencies aresubject to audits and cost adjustments.***

U.S. governmentagencies, including the Defense Contract Audit Agency, or the DCAA, routinelyaudit and investigate government contracts and government contractors’administrative processes and systems. These agencies review ATS’ performance oncontracts, pricing practices, cost structure and compliance with applicablelaws, regulations and standards. They also review ATS’ compliance withgovernment regulations and policies and the adequacy of ATS’ internal controlsystems and policies, including ATS’ purchasing, property, estimating,compensation and management information systems. Any costs found to beimproperly allocated to a specific contract will not be reimbursed, and anysuch costs already reimbursed must be refunded. Moreover, if any of theadministrative processes and systems is found not to comply with requirements,ATS may be subjected to increased government scrutiny and approval that coulddelay or otherwise adversely affect ATS’ ability to compete for or performcontracts. Therefore, an unfavorable outcome to an audit by the DCAA or anothergovernment agency could cause actual results to be adversely affected anddiffer materially from those anticipated. If a government investigationuncovers improper or illegal activities, ATS may be subject to civil andcriminal penalties and administrative sanctions, including termination ofcontracts, forfeitures of profits, suspension of payments, fines and suspensionor debarment from doing business with the U.S. government. In addition, ATScould suffer serious reputational harm if allegations of impropriety were madeagainst ATS. Each of these results could cause actual results being adverselyaffected.

***A portion of ATS’ business depends upon obtaining andmaintaining required security clearances, and its failure to do so could resultin termination of certain of its contracts or cause it to be unable to bid orrebid on certain contracts.***

Some U.S.government contracts require ATS’ employees to maintain various levels ofsecurity clearances, and ATS may be required to maintain certain facilitysecurity clearances complying with U.S. government requirements. Obtaining andmaintaining security clearances for employees involves a lengthy process, andit is difficult to identify, recruit and retain employees who already holdsecurity clearances. If ATS’ employees are unable to obtain or retain securityclearances or if such employees who hold security clearances terminate theiremployment with ATS, the customer whose work requires cleared employees couldterminate the contract or decide not to renew it upon its expiration. Inaddition, ATS expects that some of the contracts on which it will bid willrequire it to demonstrate its ability to obtain facility security clearancesand perform work with employees who hold specified types of security clearances.To the extent ATS is not able to obtain facility security clearances or engageemployees with the required security clearances for a particular contract, itmay not be able to bid on or win new contracts, or effectively re-bid onexpiring contracts which could adversely affect ATS’ business.

***ATS may not receive the fullamounts authorized under the contracts included in its backlog, which couldreduce its revenue in future periods.***

ATS’ backlogconsists of funded backlog, which is based on amounts actually obligated by aclient for payment of goods and services, and unfunded backlog, which is basedupon management’s estimate of the future potential of our existing contractsand task orders, including options, to generate

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revenue. ATS’ unfundedbacklog may not result in actual revenue in any particular period, or at all,which could cause ATS’ actual results to differ materially from thoseanticipated.

***Without additional Congressionalappropriations, some of the contracts included in ATS’ backlog will remainunfunded which could significantly harm ATS’ prospects.***

Although many ofATS’ U.S. government contracts require performance over a period of years,Congress often appropriates funds for these contracts for only one year at atime. As a result, ATS’ contracts typically are only partially funded at anypoint during their term, and all or some of the work intended to be performedunder the contracts will remain unfunded pending subsequent Congressionalappropriations and the obligation of additional funds to the contract by theprocuring agency. Nevertheless, ATS estimates its share of the contract values,including values based on the assumed exercise of options relating to thesecontracts, in calculating the amount of its backlog. Because ATS may notreceive the full amount it expects under a contract, ATS’ estimate of itsbacklog may be inaccurate.

***Loss of ATS’ GSA contracts orGWACs would impair ATS’ ability to attract new business.***

ATS is a primecontractor under several GSA contracts, Blanket Purchase Agreements, and GWACschedule contracts. ATS’ ability to continue to provide services under thesecontracts will continue to be important to ATS’ business because of themultiple opportunities for new engagements each contract provides. If ATS wereto lose its position as prime contractor on one or more of these contracts, ATScould lose substantial revenues and our operating results could be adverselyaffected. GSA contracts and other GWACs typically have an initial term of up tofive years, with multiple options exercisable at the government client’sdiscretion to extend the contract for one or more years. There can be noassurances that government clients will continue to exercise the optionsremaining on ATS’ current contracts, nor can ATS be assured that future clientswill exercise options on any contracts ATS may receive in the future.

***U.S. government contracts often contain provisions that areunfavorable, which could adversely affect ATS’ business.***

U.S. governmentcontracts contain provisions and are subject to laws and regulations that givethe U.S. government rights and remedies not typically found in commercialcontracts, including without limitation, allowing the U.S. government to:

·                  terminateexisting contracts for convenience, as well as for default;

·                  establishlimitations on future services that can be offered to prospective clients basedon conflict of interest regulations;

·                  reduceor modify contracts or subcontracts;

·                  cancelmulti-year contracts and related orders if funds for contract performance forany subsequent year become unavailable;

·                  declineto exercise an option to renew a multi-year contract;

·                  claimintellectual property rights in products provided by ATS; and

·                  suspendor bar ATS from doing business with the federal government or with agovernmental agency.

***The markets ATS competes in arehighly competitive, and many of the companies ATS competes against havesubstantially greater resources.***

The markets inwhich ATS operates include a large number of participants and are highlycompetitive. Many of ATS’ competitors may compete more effectively than ATS canbecause they are larger, better financed and better known companies than ATS. Inorder to stay competitive in our industry, ATS must also keep pace withchanging technologies and client preferences. If ATS is unable to differentiateour services from those of our competitors, ATS’ revenue may be adverselyaffected. In addition, ATS’ competitors have established relationships amongthemselves or with third parties to

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increase their ability toaddress client needs. As a result, new competitors or alliances amongcompetitors may emerge and compete more effectively than ATS can. There is alsoa significant industry trend towards consolidation, which may result in theemergence of companies who are better able to compete against ATS. The resultsof these competitive pressures could cause ATS’ business to be adverselyaffected.

***ATS’ failure to attract andretain qualified employees, including its senior management team, may adverselyaffect its business.***

ATS’ continuedsuccess depends to a substantial degree on its ability to recruit and retainthe technically skilled personnel it needs to serve its clients effectively. ATS’business involves the development of tailored solutions for its clients, aprocess that relies heavily upon the expertise and services of employees. Accordingly,ATS’ employees are its most valuable resource. Competition for skilledpersonnel in the information technology services industry is intense, andtechnology service companies often experience high attrition among theirskilled employees. There is a shortage of people capable of filling thesepositions and they are likely to remain a limited resource for the foreseeablefuture. Recruiting and training these personnel requires substantial resources.ATS’ failure to attract and retain technical personnel could increase its costsof performing its contractual obligations, reduce its ability to efficientlysatisfy its clients’ needs, limit its ability to win new business and constrainits future growth.

***ATS is dependent upon key personnel whose loss mayhave an adverse impact on ATS’ business.***

ATS depends on the expertise, experience and continued services of itssenior management employees, especially Mr. Perry, its Senior VicePresident and Chief Operating Officer. Mr. Perry has acquired specializedknowledge and skills with respect to ATS and its operations and most decisionsconcerning the business of ATS will be made or significantly influenced by him.The loss of Mr. Perry or other senior management employees of ATS, or aninability to attract or retain other key individuals, could materiallyadversely affect ATS’ business. If Mr. Perry or other senior managementwere to leave ATS following the acquisition, ATS could face substantialdifficulty in hiring qualified successors and could experience a loss inproductivity while any successor obtains the necessary training and experience.ATS will seek to compensate and incentivize key executives, as well as otheremployees, through competitive salaries and bonus plans, but there can be noassurance that these programs will allow ATS to retain key employees or hirenew key employees

***If ATS is unable to fund its capital expenditures,ATS may not be able to continue to develop new offerings andservices,which would have a material adverse effect on its business.***

In order to fund ATS capital expenditures, we may be required to incurborrowings or raise capital through the sale of debt or equity securities. Ourability to access the capital markets for future offerings may be limited byour and ATS’ financial condition at the time of any such offering as well as byadverse market conditions resulting from, among other things, general economic conditionsand contingencies and uncertainties that are beyond our or ATS’ control. Ourfailure to obtain the funds for necessary future capital expenditures wouldlimit ATS’ ability to****develop newofferings and services and could have a material adverse effect on ourbusiness, results of operations and financial condition.

***Future acquisitions by us or ATS would subject usand ATS to additional business, operating and industry risks, the impact ofwhich cannot presently be evaluated, and could adversely impact our or ATS’capital structure.***

We plan to pursue other acquisition opportunities following the closingof the ATS acquisition in an effort to take advantage of the platform we expectATS to constitute. Although we are not presently committed to any additionalacquisitions, we are currently actively pursuing one or more potentialacquisition opportunities. Following the acquisition of ATS, we will not belimited to any particular industry or type of business that we may acquire. Accordingly,there is no current basis for you to evaluate the possible merits or risks ofthe particular business or assets that we may acquire, or of the industry inwhich such business operates. In addition, the financing of any acquisitioncompleted by us after the ATS

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acquisitioncould adversely impact our capital structure as any such financing would likelyinclude the issuance of additional equity securities and/or the borrowing ofadditional funds.

***ATS may be unableto protect or enforce its intellectual property rights.***

The protection ofATS’ trade secrets, proprietary know-how, technological innovations, otherproprietary information and other intellectual property protections in the U.S.and other countries may be critical to our success. ATS may rely on acombination of copyright, trademark, trade secret laws and contractualrestrictions to protect any proprietary technology or other rights ATS may haveor may acquire. Despite ATS’ efforts, it may not be able to preventmisappropriation of those proprietary rights or deter independent developmentof technologies that compete with ATS. Litigation may be necessary in thefuture to enforce ATS’ intellectual property rights, to protect ATS’ tradesecrets, or to determine the validity and scope of the proprietary rights ofothers. It is also possible that third parties may claim ATS has infringedtheir patent, trademark, copyright or other proprietary rights. Claims orlitigation, with or without merit, could result in substantial costs anddiversions of resources, either of which could have a material adverse effecton ATS’ competitive position and business.

***ATS may be harmed by intellectual property infringementclaims.***

ATS may become subject toclaims from our employees and third parties who assert that intellectualproperty that ATS uses in delivering services and business solutions to itsclients infringe upon intellectual property rights of such employees or thirdparties. ATS’ employees develop much of the intellectual property that it usesto provide its services and business solutions to its clients, but ATS alsolicenses technology from other vendors. If ATS’ vendors, its employees, orthird parties assert claims that ATS or its clients are infringing on theirintellectual property, ATS could incur substantial costs to defend those claims.In addition, if any of these infringement claims is ultimately successful, ATScould be required to:

·                  cease sellingand using products and services that incorporate the challenged intellectualproperty;

·                  obtain a licenseor additional licenses from its vendors or other third parties; and

·                  redesign itsproducts and services that rely on the challenged intellectual property.

Any of theseoutcomes could further adversely affect ATS’ operating results.

***ATS’ quarterly revenue and operatingresults could be volatile.***

ATS’ quarterlyrevenue and operating results may fluctuate significantly and unpredictably inthe future. In particular, if the U.S. government does not adopt, or delaysadoption of, a budget for each fiscal year beginning on October 1 or failsto pass a continuing resolution, federal agencies may be forced to suspend itscontracts and delay the award of new and follow-on contracts and orders due toa lack of funding. Further, the rate at which the U.S. government procurestechnology may be negatively affected following changes in presidentialadministrations and senior government officials. Therefore, period-to-periodcomparisons of ATS’ operating results may not be a good indication of ATS’future performance. ATS’ quarterly operating results may not meet theexpectations of securities analysts or investors, which in turn may have anadverse affect on the market price of our common stock.

Further factorsthat may affect ATS’ operating results include, but are not limited to, thoselisted in this “Risk Factors” section and:

·                  fluctuations inrevenue earned on contracts;

·                  commencement,completion, and termination of contracts during any particular quarter;

·                  variablepurchasing patterns under GSA Schedule contracts, and agency-specific ID/IQ

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contracts;

·                  additions anddepartures of key personnel;

·                  changes in ATS’staff utilization rates;

·                  timing ofsignificant costs, investments and/or receipt of incentive fees;

·                  strategicdecisions by ATS and its competitors, such as acquisitions, divestitures,spin-offs, joint ventures, strategic investments, and changes in businessstrategy;

·                  contract mix andthe extent of use of subcontractors;

·                  changes inpolicy and budgetary measures that adversely affect government contracts; and

·                  any seasonalityof ATS’ business.

Reductions inrevenue in a particular quarter could lead to lower profitability in thatquarter because a relatively large amount of ATS’ expenses are fixed in theshort-term. ATS may incur significant operating expenses during the start-upand early stages of large contracts and may not receive corresponding paymentsor revenue in that same quarter. ATS may also incur significant orunanticipated expenses or both when contracts expire, are terminated, or arenot renewed. In addition, payments due to ATS from government agencies anddepartments may be delayed due to billing cycles, as a result of failures ofgovernmental budgets to gain Congressional and administration approval in atimely manner, and for other reasons.

***If subcontractorson ATS’ prime contracts are able to secure positions as prime contractors, ATSmay lose revenue.***

For each of thepast several years, as the GSA Schedule contracts have increasingly been usedas contract vehicles, ATS has received substantial revenue from governmentclients relating to work performed by other firms acting as subcontractors toATS. In some cases, companies that have not held GSA Schedule contracts haveapproached ATS in its capacity as a prime contractor, seeking to performservices as ATS’ subcontractor for a government client. Some of the providersthat are currently acting as subcontractors to ATS may in the future securepositions as prime contractors upon renewal of a GSA Schedule contract. If oneor more of its current subcontractors is awarded prime contractor status in thefuture, it could reduce or eliminate ATS’ revenue for the work they wereperforming as subcontractors to it. Revenue derived from work performed by ATS’subcontractors for fiscal year 2004 and fiscal year 2005 represented 21% and28% of ATS’ gross revenue, respectively.

***If ATS’ subcontractors fail to performtheir contractual obligations, its performance as a prime contractor and itsability to obtain future business could be materially and adversely impacted.***

ATS’ performanceof government contracts may involve the issuance of subcontracts to othercompanies upon which it relies to perform all or a portion of the work ATS isobligated to deliver to its clients. A failure by one or more of ATS’subcontractors to satisfactorily deliver on a timely basis the agreed-uponsupplies and/or perform the agreed-upon services may materially and adverselyaffect its ability to perform its obligations as a prime contractor.

In extreme cases,a subcontractor’s performance deficiency could result in the governmentterminating ATS’ contract for default. A default termination could expose ATSto liability for excess costs of reprocurement by the government and have amaterial adverse effect on ATS’ ability to compete for future contracts andtask orders.

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***ATS sometimesincurs costs before a contract is executed or appropriately modified. To theextent a suitable contract or modification is not later signed and these costsare not reimbursed, its revenues and profits will be reduced.***

When circumstanceswarrant, ATS sometimes incur expenses and performs work without a signedcontract or appropriate modification to an existing contract to cover suchexpenses or work. When ATS does so, it is working “at-risk,” and there is achance that the subsequent contract or modification will not ensue, or if itdoes, that it will not allow ATS to be paid for the expenses already incurredor work already performed or both. In such cases, ATS has generally beensuccessful in obtaining the required contract or modification, but any failureto do so in the future could adversely affect operating results.

***If ATS is unable to manage ATS’growth, ATS’ business may be adversely affected.***

Sustaining ATS’growth may place significant demands on ATS’ management, as well as on ATS’administrative, operational and financial resources.  If ATS sustains significant growth, ATS mustimprove its operational, financial and management information systems andexpand, motivate and manage its workforce. If ATS is unable to do so, or if newsystems that ATS implements to assist in managing any future growth do notproduce the expected benefits, ATS’ business, prospects, financial condition oroperating results could be adversely affected.

**Item 2. Unregistered Sales of EquitySecurities and Use of Proceeds.**

Not applicable.

**Item 3. Defaults Upon SeniorSecurities.**

**               **Not applicable.

**Item 4. Submission of Matters to aVote of Security Holders.**

**               **Not applicable.

**Item 5. Other Information.**

**               **Not applicable.

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**Item 6. Exhibits.**
| 3.1    | Amended and Restated Certificate of Incorporation  (incorporated by reference to exhibit of same number in our Annual Report on  Form 10-K filed with the Securities and Exchange Commission on  March 31, 2006)                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2    | By-laws (incorporated by reference to exhibit of  same number in our Annual Report on Form 10-K filed with the  Securities and Exchange Commission on March 31, 2006)                                                                                                                                                                                                                                                                                                            |
| 4.1    | Specimen Unit Certificate (incorporated by reference  to exhibit of same number in our Annual Report on Form 10-K filed  with the Securities and Exchange Commission on March 31, 2006)                                                                                                                                                                                                                                                                                          |
| 4.2    | Specimen Common Stock Certificate (incorporated by  reference to exhibit of same number in our Annual Report on Form 10-K  filed with the Securities and Exchange Commission on March 31, 2006)                                                                                                                                                                                                                                                                                  |
| 4.3    | Specimen Warrant Certificate (incorporated by  reference to exhibit of same number in our Annual Report on Form 10-K  filed with the Securities and Exchange Commission on March 31, 2006)                                                                                                                                                                                                                                                                                       |
| 4.4    | Warrant Agreement between Continental Stock  Transfer & Trust Company and the Company (incorporated by  reference to exhibit of same number in our Annual Report on Form 10-K  filed with the Securities and Exchange Commission on March 31, 2006)                                                                                                                                                                                                           |
| 10.10  | Stock Purchase Agreement dated April 19, 2006,  by and between Federal Services Acquisition Corporation, Advanced Technology  Systems, Inc., the holders of all the outstanding shares of Advanced  Technology Systems, Inc. and Claude Rumsey, as shareholders’  representative (incorporated by reference to Exhibit 10.10 to the  registrant’s Current Report on Form 8-K filed with the Securities  and Exchange Commission on April 20, 2006) |
| 31.1   | Certification of Principal Executive Officer  pursuant to Rule 13a-14(a)/15(d)-19(a) of the  Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                                                                                                                         |
| 31.2   | Certification of Principal Financial Officer  pursuant to Rule 13a-14(a)/15(d)-19(a) of the  Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                                                                                                                         |
| 32.1   | Certification of Principal Executive Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                               |
| 32.2   | Certification of Principal Financial Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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##### **SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the Registrant has duly caused the reportto be signed on its behalf by the undersigned, thereunto duly authorized.
|   | Federal Services Acquisition Corporation |
|--------|------------------------------------------|
|   |                                     |   |
|   | By:                                      | /s/ Joel R. Jacks |
|   |                                     | Chairman of the Board and |
|   |                                     | Chief Executive Officer |
|   |                                     |   |
|   | By:                                      | /s/ Peter M. Schulte |
|   |                                     | President and |
|   |                                     | Chief Financial Officer |

 

Date: May 12, 2006

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