United states securities and exchange commission



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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the following Registration Statements of Lions Gate Entertainment Corp. of our reports dated May 30, 2012 with respect to the consolidated financial statements, schedule, and effectiveness of internal control over financial reporting of Lions Gate Entertainment Corp., our report dated May 30, 2012 with respect to the consolidated financial statements of TV Guide Entertainment Group, LLC as of and for the years ended March 31, 2012 and 2011, and of our report dated May 31, 2011 with respect to the consolidated financial statements of TV Guide Entertainment Group, LLC as of and for the years ended March 31, 2011 and 2010, included in Lions Gate Entertainment Corp.'s Annual Report on Form 10-K for the year ended March 31, 2012:

Form S-3                 Form S-8
No. 333-181371                No. 333-146296

No. 333-176656                No. 333-146251

No. 333-164960                No. 333-145068            

No. 333-144231                No. 333-122275

No. 333-131975                No. 333-111022

No. 333-123652                No. 333-107266            

No. 333-122580

    


/s/Ernst & Young LLP
Los Angeles, California

May 30, 2012



Exhibit 31.1

CERTIFICATION

I, Jon Feltheimer certify that:

1. I have reviewed this annual report on Form 10-K of Lions Gate Entertainment Corp.;

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

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.









/s/ Jon Feltheimer

Jon Feltheimer

Chief Executive Officer

  Date: May 30, 2012


Exhibit 31.2



CERTIFICATION

I, James Keegan certify that:

1. I have reviewed this annual report on Form 10-K of Lions Gate Entertainment Corp.;

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

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 








/s/ J AMES  K EEGAN

James Keegan

Chief Financial Officer

Date: May 30, 2012


Exhibit 32.1

WRITTEN STATEMENT

PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned officers of Lions Gate Entertainment Corp. (the “Company”), pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, to their knowledge:









(i)

the Form 10-K of the Company (the “Report”) for the period ended March 31, 2012 , fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and







(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for the periods presented in this report.

 

















 

 

 

/s/ J ON  F ELTHEIMER

 

 

 

Jon Feltheimer

 

 

 

Chief Executive Officer

Date:

May 30, 2012

 

 

 

 

 

/s/ J AMES  K EEGAN

 

 

 

James Keegan

 

 

 

Chief Financial Officer

Date:

May 30, 2012

 

 



Exhibit 99.2









CONSOLIDATED FINANCIAL STATEMENTS

TV Guide Entertainment Group, LLC

Years Ended March 31, 2012 and 2011

With Report of Independent Auditors


TV Guide Entertainment Group, LLC

Consolidated Financial Statements

Years Ended March 31, 2012 and 2011



Contents




















Report of Independent Auditors

1

 

 

Consolidated Financial Statements

 

 

 

Consolidated Balance Sheets

2

Consolidated Statements of Operations

3

Consolidated Statements of Changes in Members’ Equity (Deficit)

4

Consolidated Statements of Cash Flows

5

 

 

Notes to Consolidated Financial Statements

6



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