1325460--3/26/2007--ATS

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{regulation, government, change}

{stock, price, share}

{acquisition, growth, future}

{interest, director, officer}

{financial, litigation, operation}

{property, intellectual, protect}

{debt, indebtedness, cash}

{customer, product, revenue}

{cost, operation, labor}

{stock, price, operating}

{personnel, key, retain}

{competitive, industry, competition}

{control, financial, internal}

{tax, income, asset}

{cost, contract, operation}

Risks Associated with the Acquisition of ATSI and Follow-on Acquisitions Certain of our key personnel who joined us as a result of the acquisition of ATSI may be unfamiliar with the requirements of operating a public company, which may adversely affect our operations, including significantly reducing our revenues and net income, if any. Our stockholders are dependent on a single business. If the acquisition s benefits do not meet the expectations of financial or industry analysts, the market price of our common stock may decline. Members of our board of directors may have conflicts of interest that could hinder our ability to make acquisitions. We may not have sufficient financial resources to carry out our acquisition strategy; we may need to use our stock to fund acquisitions to a greater extent that we originally intended. If third parties bring claims against us or if ATSI has breached any of its representations, warranties or covenants set forth in the stock purchase agreement governing the acquisition of ATSI, we may not be adequately indemnified for any losses arising therefrom. Risks Related to Our Business and Operations The loss or impairment of ATSI s relationship with the U.S. government and its agencies could adversely affect our business. Changes by the U.S. government in its spending priorities may cause a reduction in the demand for the products or services that we may ultimately offer, which could adversely affect our business. We are required to comply with complex procurement laws and regulations, and the cost of compliance with these laws and regulations and penalties and sanctions for any non-compliance could adversely affect our business. The U.S. government may reform its procurement or other practices in a manner adverse to us. Government contracts are usually awarded through a competitive bidding process that entails risks not present in other circumstances. Restrictions on or other changes to the U.S. government s use of service contracts may harm our operating results. Our contracts with the U.S. government and its agencies are subject to audits and cost adjustments. A portion of our business depends upon obtaining and maintaining required security clearances, and our failure to do so could result in termination of certain of our contracts or cause us to be unable to bid or rebid on certain contracts. We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenue in future periods. Without additional Congressional appropriations, some of the contracts included in our backlog will remain unfunded which could significantly harm our prospects. Loss of our GSA contracts or GWACs would impair our ability to attract new business. U.S. government contracts often contain provisions that are unfavorable, which could adversely affect our business. The markets we compete in are highly competitive, and many of the companies we compete against have substantially greater resources. Our failure to attract and retain qualified employees, including our senior management team, may adversely affect our business. Our future debt will include covenants that restrict our activities and create the risk of defaults, which could impair the value of our stock. A default under our debt could lead to a bankruptcy or other financial restructuring that would significantly adversely affect the value of our stock. If we are unable to fund our capital expenditures, we may not be able to continue to develop new offerings and services Future acquisitions by us could subject us to additional business, operating and industry risks, the impact of which cannot presently be evaluated, and could adversely impact our capital structure. We may be unable to protect or enforce our intellectual property rights. We may be harmed by intellectual property infringement claims. If subcontractors on our prime contracts are able to secure positions as prime contractors, we may lose revenue. If we are unable to manage our growth, our business may be adversely affected. Risks Related to Our Capital Structure and Our Warrants Because we do not currently intend to pay dividends on our common stock, stockholders will benefit from an investment in our common stock only if it appreciates in value. The significant number of our outstanding warrants may place a ceiling on, or otherwise adversely affect, the value of our common stock. If certain stockholders exercise their registration rights, it may have an adverse effect on the market price of our common stock. If we are unable to maintain a current prospectus relating to the common stock underlying our warrants, our warrants may be worthless. The warrant agreement governing our warrants permits us to redeem the warrants and it is possible that we could redeem the warrants at a time when a prospectus has not been current, resulting in the warrant holder receiving less than fair value of the warrant or the underlying common stock. Our securities are quoted on the Over-the-Counter Bulletin Board, which may limit the liquidity and price of our securities more than if our securities were listed on the Nasdaq market. Risks Associated with Limited Experience as a Public Company ATSI has never operated as a public company. Fulfilling our obligations incident to being a public company following acquiring ATSI will be expensive and time consuming. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to document and test our internal controls over financial reporting for fiscal 2006 and beyond and required an independent registered public accounting firm to report on our assessment as to the effectiveness of these controls. Our assessment, and that of our accounting firm, is that our internal controls over financial reporting need improvement. Failure to remedy these deficiencies could affect our future operations and our stock price.

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1325460--3/26/2007--ATS_CORP