EXHIBIT 32.1


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
their knowledge, the Quarterly Report on Form 10-QSB for the period ended
September 30, 2004 of Prism Software Corporation (the "Company") fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended, and that the information contained in such periodic 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 such
report.

Date:  November 15, 2004                              /s/ David Ayres
                                                      ------------------------
                                                      President

                                                      /s/ Michael Cheever
                                                      ------------------------
                                                      Treasurer