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- 10-K Annual report
- 4.5 Registration Rights Agreement
- 10.4 2004 Equity Incentive Plan
- 10.13 First Amendment to Credit Agreement and Waiver
- 21.1 List of Subsidiaries
- 23.1 Consent of Independent Registered Public Accounting Firm
- 23.2 Consent of Independent Registered Public Accounting Firm
- 31.1 Certification of CEO Pursuant to Section 302
- 31.2 Certification of CFO Pursuant to Section 302
- 32.1 Certifications of CEO and CFO Pursuant to Section 906
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
SumTotal Systems, Inc.:
We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-113833) of SumTotal Systems, Inc., of our report dated August 1, 2005, relating to the consolidated balance sheet of SumTotal Systems, Inc. and subsidiaries as of December 31, 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for each of the years in the two-year period ended December 31, 2004, and the related financial statement schedule, which report appears elsewhere in the December 31, 2005 Annual Report on Form 10-K of SumTotal Systems, Inc.
/s/ KPMG, LLP
Mountain View, California
March 24, 2006