EXHIBIT 23.1
INDEPENDENT AUDITORS’ CONSENT
The Board of Directors
Modtech Holdings, Inc.:
We consent to incorporation by reference in the registration statements (No. 333-102933, No. 333-91204, No. 333-79023, and No. 333-81169) on Form S-8 of Modtech Holdings, Inc. of our report dated March 4, 2004, relating to the consolidated balance sheets of Modtech Holdings, Inc. and subsidiaries as of December 31, 2002 and 2003 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003, and the related financial statement schedule, which report appears in the December 31, 2003, annual report on Form 10-K of Modtech Holdings, Inc.
As discussed in Notes 1 and 7 to the consolidated financial statements, the Company changed its method of accounting for goodwill and intangible assets in 2002.
/s/ KPMG LLP
Costa Mesa, California
March 15, 2004