**Exhibit23.1**

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors

 

INVESTools Inc.

 

We consent to the incorporation by referencein the registration statements (Registration No. 333-118330 and RegistrationNo. 333-75070) on Form S-8 of INVESTools Inc. of our reports dated March 6,2006, with respect to the consolidated balance sheets of INVESTools Inc.  as of December 31, 2005 and 2004, andthe related consolidated statements of operations, stockholders’(deficit)/equity and comprehensive loss and cash flows for each of the years inthe three-year period ended December 31, 2005, and the related financialstatement schedule, management’s assessment of the effectiveness of  internal control over financial reporting asof December 31, 2005 and the effectiveness of internal control over financialreporting as of December 31, 2005, which reports appear in theDecember 31, 2005, Annual Report on Form 10-K of INVESTools Inc. Ourreport dated March 6, 2006, on management’s assessment of the effectiveness ofinternal control over financial reporting and the effectiveness of internalcontrol over financial reporting as of December 31, 2005, expresses our opinionthat management’s assessment that INVESTools Inc. did not maintain effective internalcontrol over financial reporting as of December 31, 2005, is fairly stated , inall material respects, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). Also, in our opinion INVESTools Inc. did notmaintain effective internal control over financial reporting as of December 31,2005 because of the effect of a material weakness on the achievement of theobjectives of the control criteria described in Item 9A of the Company’s Form10-K for the year ended December 31, 2005. The material weakness was that theCompany’s information systems associated with accounting for revenue wereinadequate to appropriately identify specific customer transactions andfacilitate the recognition of revenue in accordance with Generally AcceptedAccounting Principles. Accordingly, data from their information system relatedto revenue had to be adjusted using spreadsheet-based analyses. The internalcontrols surrounding these manual processes did not operate effectively.Specifically the Company did not have effective review and monitoring controlsin place to identify errors in the manual process. As a result, materialmisstatements were identified in the Company’s revenue that were correctedprior to the issuance of the 2005 Consolidated Financial Statements.

 

Our report dated March 6, 2006, onmanagement’s assessment of the effectiveness of internal control over financialreporting and the effectiveness of internal control over financial reporting asof December 31, 2005, contains an explanatory paragraph that states that theCompany acquired Prophet Financial Systems (the “acquired entity”) during 2005,and management excluded from its assessment of the effectiveness of theCompany’s internal control over financial reporting as of December 31, 2005,the acquired entity’s internal control over financial reporting associated withthe total assets of $10.0 million and total revenues of $3.5 million includedin the Consolidated Financial Statements of the Company and subsidiaries as ofand for the year ended December 31,2005. Our audit of internal control overfinancial reporting of the Company also excluded an evaluation of the internalcontrol over financial reporting of the acquired entity.

 

 
| /s/ KPMG LLP         |   |
|----------------------|--------|
| KPMG LLP             |
| Salt Lake City, Utah |
| March 6, 2006   |

 

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