<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 |X|          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2007

                                       OR

 |_|        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ________________ to ________________

                         Commission file number: 0-13124

                           COVER-ALL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                      13-2698053
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                      Identification No.)

     55 LANE ROAD, FAIRFIELD, NEW JERSEY                          07004
  (Address of principal executive offices)                      (Zip Code)

                                  973-461-5200
              (Registrant's telephone number, including area code)

                                      NONE
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

        Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                 Class                          Outstanding at August 6, 2007
---------------------------------------         -----------------------------
 Common Stock, $.01 par value per share               23,125,159 shares


<PAGE>


COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
--------------------------------------------------------------------------------

INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2007
--------------------------------------------------------------------------------


PART I:      FINANCIAL INFORMATION

ITEM 1.      Financial Statements

             Consolidated Balance Sheets as of June 30, 2007 (Unaudited)
             and December 31, 2006 (Audited)................................  3

             Consolidated Statements of Operations for the three and six
             months ended June 30, 2007 and 2006 (Unaudited)................  5

             Consolidated Statements of Cash Flows for the six
             months ended June 30, 2007 and 2006 (Unaudited)................  6

             Notes to Consolidated Financial Statements (Unaudited).........  7

ITEM 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations............................ 12

ITEM 3.      Qualitative and Quantitative Disclosures
             About Market Risk.............................................. 19

ITEM 4.      Controls and Procedures........................................ 19

PART II:     OTHER INFORMATION

ITEM 1A.     Risk Factors................................................... 21

ITEM 2.      Unregistered Sales of Equity Securities and Use of Proceeds.... 21

ITEM 4.      Submission of Matters to a Vote of Security Holders............ 21

ITEM 6.      Exhibits....................................................... 22

SIGNATURES   ............................................................... 23




                               . . . . . . . . . .


                                       2
<PAGE>


PART I:  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
         --------------------


<TABLE>
<CAPTION>
COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
----------------------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------------

                                                                  JUNE 30,        DECEMBER 31,
                                                                    2007            2006
                                                                 -----------      -----------
                                                                 (UNAUDITED)      (AUDITED)

<S>                                                              <C>              <C>
ASSETS:
Current Assets:
   Cash and Cash Equivalents ...............................     $   444,354      $   131,847
   Accounts Receivable (Less Allowance for Doubtful Accounts
      of $25,000 in 2007 and 2006) .........................         986,175        1,356,069
   Prepaid Expenses ........................................         261,249          322,372
                                                                 -----------      -----------
   Total Current Assets ....................................       1,691,778        1,810,288
                                                                 -----------      -----------
Property and Equipment - At Cost:
   Furniture, Fixtures and Equipment .......................         466,622          449,796
   Less:  Accumulated Depreciation .........................        (275,991)        (251,304)
                                                                 -----------      -----------
   Property and Equipment - Net ............................         190,631          198,492
                                                                 -----------      -----------
Capitalized Software (Less Accumulated Amortization of
   $9,752,645 and $9,301,096, respectively) ................       1,490,896        1,376,437
                                                                 -----------      -----------
Deferred Financing Costs (Net of Accumulated Amortization of
   $197,801 and $180,565, respectively) ....................          43,510           60,746
                                                                 -----------      -----------
Other Assets ...............................................         110,651          110,151
                                                                 -----------      -----------
   Total Assets ............................................     $ 3,527,466      $ 3,556,114
                                                                 ===========      ===========

 The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>
COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
-----------------------------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------------



                                                                       JUNE 30,         DECEMBER 31,
                                                                         2007               2006
                                                                      ------------      ------------
                                                                      (UNAUDITED)        (AUDITED)
<S>                                                                   <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
   Accounts Payable .............................................     $    579,087      $    459,879
   Accrued Liabilities ..........................................          320,948           609,510
   Deferred Charges .............................................           12,489             2,532
   Convertible Debentures .......................................           11,511           325,796
   Convertible Debenture - Related Party ........................            3,837            13,002
   Unearned Revenue .............................................        1,250,099         1,297,581
                                                                      ------------      ------------
   Total Current Liabilities ....................................        2,177,971         2,708,300
                                                                      ------------      ------------
Long-Term Liabilities:
   Deferred Charges .............................................          156,820           163,787
   Convertible Debentures .......................................          185,188         1,642,926
   Convertible Debenture - Related Party ........................           61,729            65,566
                                                                      ------------      ------------
   Total Long-Term Liabilities ..................................          403,737         1,872,279
                                                                      ------------      ------------
   Total Liabilities ............................................        2,581,708         4,580,579
                                                                      ------------      ------------
Commitments and Contingencies ...................................               --                --
                                                                      ------------      ------------
Stockholders' Equity:
   Common Stock, $.01 Par Value, Authorized 75,000,000 Shares;
     23,125,159 and 19,491,504 Shares Issued and 23,125,159 and
     16,991,504 Shares Outstanding in 2007 and 2006, Respectively          231,252           194,915

Capital In Excess Of Par Value ..................................       27,824,030        26,735,207

Accumulated Deficit .............................................      (27,109,524)      (27,251,587)

Treasury Stock - At Cost - 2,500,000 Shares .....................               --          (703,000)
                                                                      ------------      ------------
Total Stockholders' Equity ......................................          945,758        (1,024,465)
                                                                      ------------      ------------
Total Liabilities and Stockholders' Equity ......................     $  3,527,466      $  3,556,114
                                                                      ============      ============


 The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>



                                       4
<PAGE>


<TABLE>
<CAPTION>
COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
-----------------------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------

                                                        THREE MONTHS ENDED JUNE 30,           SIX MONTHS ENDED JUNE 30,
                                                      ------------------------------      ------------------------------
                                                           2007            2006               2007              2006
                                                      ------------      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>               <C>
REVENUES:

     Licenses ...................................     $    291,371      $    151,893      $    494,836      $    400,122
     Maintenance ................................          818,216           834,123         1,644,290         1,677,817
     Professional Services ......................          444,658           335,713           961,966           666,776
     Applications Service Provider ("ASP")
        Services ................................          384,618           316,185           769,236           632,370
                                                      ------------      ------------      ------------      ------------
     TOTAL REVENUES .............................        1,938,863         1,637,914         3,870,328         3,377,085
                                                      ------------      ------------      ------------      ------------
COST OF REVENUES:
     Licenses ...................................          319,784           306,225           534,998           620,935
     Maintenance ................................          628,120           747,852         1,354,607         1,498,284
     Professional Services ......................          298,292           135,634           538,209           266,427
     ASP Services ...............................          115,490            97,732           210,082           187,820
                                                      ------------      ------------      ------------      ------------
     TOTAL COST OF REVENUES .....................        1,316,686         1,287,443         2,637,896         2,573,466
                                                      ------------      ------------      ------------      ------------
     DIRECT MARGIN ..............................          577,177           350,471         1,232,432           803,619
                                                      ------------      ------------      ------------      ------------
OPERATING EXPENSES:
     Sales and Marketing ........................          180,829           235,548           291,025           471,764
     General and Administrative .................          294,381           291,350           572,084           579,588
     Research and Development ...................           93,666            93,247           184,379           268,220
                                                      ------------      ------------      ------------      ------------
     TOTAL OPERATING EXPENSES ...................          568,876           620,145         1,047,488         1,319,572
                                                      ------------      ------------      ------------      ------------
     OPERATING INCOME (LOSS) ....................            8,301          (269,674)          184,944          (515,953)
                                                      ------------      ------------      ------------      ------------
OTHER INCOME (EXPENSE):
     Interest Expense ...........................           (4,310)          (42,766)          (39,951)          (85,074)
     Interest Expense - Related Party ...........           (1,475)           (1,665)           (2,934)           (3,311)
     Interest Income ............................                2                 4                 4                 8
     Other Income ...............................               --                81                --               324
                                                      ------------      ------------      ------------      ------------
     TOTAL OTHER INCOME (EXPENSE) ...............           (5,783)          (44,346)          (42,881)          (88,053)
                                                      ------------      ------------      ------------      ------------
     INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT).            2,518          (314,020)          142,063          (604,006)
INCOME TAXES (BENEFIT) ..........................               --                --                --                --
                                                      ------------      ------------      ------------      ------------
NET INCOME (LOSS) ...............................     $      2,518      $   (314,020)     $    142,063      $   (604,006)
                                                      ============      ============      ============      ============

BASIC EARNINGS (LOSS) PER COMMON SHARE ..........     $       0.00      $      (0.02)     $       0.01      $      (0.04)
                                                      ============      ============      ============      ============
DILUTED EARNINGS (LOSS) PER COMMON SHARE ........     $       0.00      $      (0.02)     $       0.01      $      (0.04)
                                                      ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING FOR BASIC EARNINGS (LOSS) PER
     COMMON SHARE ...............................       23,014,000        16,560,000        20,458,000        16,560,000
                                                      ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING FOR DILUTED EARNINGS (LOSS) PER
     COMMON SHARE ...............................       24,636,000        16,560,000        22,005,000        16,560,000
                                                      ============      ============      ============      ============

               The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>
COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
-------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------------------------

                                                                    SIX MONTHS ENDED JUNE 30,
                                                                    ----------------------------
                                                                      2007               2006
                                                                    -----------      -----------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income (Loss) ........................................     $   142,063      $  (604,006)
     Adjustments to Reconcile Net Income (Loss) to
        Net Cash Provided From (Used For) Operating Activities:
            Depreciation ......................................          24,687           31,869
            Amortization of Capitalized Software ..............         451,549          540,046
            Amortization of Deferred Financing Costs ..........          17,236           17,236
            Amortization of Stock-based Compensation ..........              --           12,915
     Changes in Assets and Liabilities:
        (Increase) Decrease in:
            Accounts Receivable ...............................         369,894        1,222,752
            Prepaid Expenses ..................................          61,123          110,234
            Other Assets ......................................            (500)             590
        Increase (Decrease) in:
            Accounts Payable ..................................         119,208         (155,607)
            Accrued Liabilities ...............................        (288,562)        (215,751)
            Deferred Charges ..................................           2,990            3,769
            Unearned Revenue ..................................         (47,482)        (251,203)
                                                                    -----------      -----------
     Net Cash Provided From (Used For) Operating Activities ...         852,206          712,844
                                                                    -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital Expenditures .....................................         (16,826)         (10,584)
     Capitalized Software Expenditures ........................        (566,008)        (392,105)
                                                                    -----------      -----------
     Net Cash Provided From (Used For) Investing Activities ...        (582,834)        (402,689)
                                                                    -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Exercise of Stock Options and Warrants .....          43,135               --
                                                                    -----------      -----------
     Net Cash Provided From Financing Activities ..............          43,135               --
                                                                    -----------      -----------
CHANGE IN CASH AND CASH EQUIVALENTS ...........................         312,507          310,155
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD ...............         131,847          296,159
                                                                    -----------      -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD .....................     $   444,354      $   606,314
                                                                    ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     CASH PAID DURING THE PERIODS FOR:
       Interest ...............................................     $    39,951      $    85,074
       Interest - Related Party ...............................           2,934            3,311
       Income Taxes ...........................................              --               --

 The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>


                                       6
<PAGE>


COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
--------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

[1]  GENERAL

         For a summary of significant accounting policies, refer to Note 1 of
Notes to Consolidated Financial Statements included in Cover-All Technologies
Inc.'s (the "Company") Annual Report on Form 10-K for the year ended December
31, 2006. While the Company believes that the disclosures herein presented are
adequate to make the information not misleading, these consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's latest annual report.
Certain amounts for the prior period have been reclassified to conform with the
current period's financial statement presentation. The financial statements
include on a consolidated basis the results of its subsidiary. All material
intercompany transactions and balances have been eliminated.

         In the opinion of management, the accompanying consolidated financial
statements include all adjustments which are necessary to present fairly the
Company's consolidated financial position as of June 30, 2007, and the results
of their operations for the three and six month periods ended June 30, 2007 and
2006, and their cash flows for the six month periods ended June 30, 2007 and
2006. Such adjustments are of a normal and recurring nature. The results of
operations for the three and six month periods ended June 30, 2007 and 2006 are
not necessarily indicative of the results to be expected for a full year.

[2]  CONVERTIBLE DEBENTURES

         In 2001, we issued $1,800,000 aggregate principal amount of 8%
convertible debentures due 2008, which we refer to as the 2008 Debentures, and
in 2002, we issued $700,000 aggregate principal amount of 8% convertible
debentures due 2009, which we refer to as the 2009 Debentures. The 2008
Debentures were issued to two funds managed by RENN Capital Group, Inc., for an
aggregate of $1,400,000, and the remainder of the 2008 Debentures were issued to
John Roblin, our Chairman, President and Chief Executive Officer, and certain
other investors. Our 2009 Debentures were issued only to the two RENN funds. Our
debentures are convertible at the election of the holders into shares of our
common stock, at a conversion price of $0.30 per share, subject to adjustment.

         In 2006, the holders of the 2008 Debentures and the 2009 Debentures
elected to convert a portion of their monthly principal installments due in 2006
totaling $127,254, under such debentures into shares of our common stock at the
conversion price of $0.30 per share in lieu of receiving such installment
payments in cash. In connection with this conversion, we issued to the holders
of the 2008 Debentures and the 2009 Debentures an aggregate of 424,181 shares of
our common stock. In January 2007, the holders of the 2008 Debentures and the
2009 Debentures elected to convert the remaining portion of their monthly
principal installments due in 2006, totaling $119,807, under such debentures
into shares of our common stock at the conversion price of $0.30 per share in
lieu of receiving such installment payments in cash. In connection with this
conversion, we issued to the holders of the 2008 Debentures and the 2009
Debentures an aggregate of 399,358 shares of our common stock. We made an
aggregate of $173,000 of interest payments on the debentures during 2006.

         On March 23, 2007, the RENN funds elected to convert all of their
remaining unpaid principal amount due on their 2008 Debentures and 2009
Debentures, totaling $1,631,601, into 5,438,670 shares of our common stock.
After giving effect to this conversion, as of March 23, 2007, our only
outstanding debentures are an aggregate principal amount of $295,880 that
remains outstanding on the 2008 Debentures, which, at the conversion price of
$0.30 per share, are convertible into an aggregate of 986,267 shares of our
common stock. Interest on the unpaid principal amount of the debentures is
payable monthly at the rate of 8% per annum. The 2008 Debentures mature on July
1, 2008, unless the debentures are earlier redeemed by us or the holder or
converted into shares of our common stock at the holder's option at a conversion
price of $0.30 per share, subject to adjustment. We may redeem the debentures
for cash at 101% of the principal amount, together with accrued and unpaid
interest through the redemption date, upon the occurrence of certain events
specified in the debentures. The related financing costs incurred of $187,090 in
connection with establishing these debentures have been deferred and are being
amortized over the life of the debt. We have been required to repay principal on
the 2008 Debentures and 2009 Debentures, since July 1, 2004 and July 1, 2005,
respectively, in monthly installments of ten dollars ($10) per thousand dollars
($1,000) of the then remaining principal amount.


                                       7
<PAGE>


COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
--------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------


         As of March 31, 2006, we were not in compliance with certain of the
financial covenants of the convertible loan agreements and, as of such date, we
received limited waivers under which the holders of our debentures waived such
non-compliance. As consideration for the receipt of such waivers, we issued to
the holders an aggregate of 128,000 warrants to purchase such number of shares
of our common stock at an exercise price of $0.35 per share. The warrants expire
in 2011 and are exercisable in equal installments on each of May 9, 2006, June
30, 2006 and September 30, 2006.

         As of June 30, 2007, we were not in compliance with one of the
financial covenants of the remaining convertible loan agreement and, as of such
date, we received limited waivers to the convertible loan agreement under which
the holders of our debentures waived such non-compliance for the period ending
June 30, 2007.

         At June 30, 2007, principal payments due on the convertible debentures
were as follows:

                    2008 .........     $ 15,348
                    2009 .........      246,917
                    2010 .........           --
                    2011 .........           --
                                       --------
                             TOTAL     $262,265
                                       ========

         In June 2007, the holders of the 2008 Debentures converted an aggregate
of $33,616 in principal of such debentures into a total of 112,055 shares of our
common stock at the conversion price of $0.30 per share.


[3]  EARNINGS PER SHARE DISCLOSURES

         The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share ("EPS") computations:


<TABLE>
<CAPTION>
                                                               FOR THE THREE MONTHS ENDED
                                                                    JUNE 30, 2007
                                                       ----------------------------------------------
                                                         INCOME             SHARES         PER SHARE
                                                       (NUMERATOR)       (DENOMINATOR)       AMOUNT
                                                        ----------        ----------        --------
<S>                                                     <C>               <C>               <C>
Basic EPS:
 Income (Loss) Available to Common
   Stockholders ................................        $    2,518        23,013,520        $   0.00
Interest Reversal Convertible Debentures
  (Net of Tax) .................................             3,147                --              --
Effect of Dilutive Securities:
  Exercise of Options ..........................                --           660,596              --
  Exercise of Warrants .........................                --            87,287              --
  Conversion of Convertible Debentures .........                --           874,217              --
                                                        ----------        ----------        --------
Diluted EPS:
  Income (Loss) Available to Common Stockholders
    Plus Assumed Conversions ...................        $    5,665        24,635,620        $   0.00
                                                        ==========        ==========        ========
</TABLE>


                                       8
<PAGE>


COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
--------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                FOR THE SIX MONTHS ENDED
                                                                      JUNE 30, 2007
                                                        --------------------------------------------
                                                          INCOME            SHARES         PER SHARE
                                                        (NUMERATOR)      (DENOMINATOR)       AMOUNT
                                                        ----------        ----------        --------
<S>                                                     <C>               <C>               <C>
Basic EPS:
 Income (Loss) Available to Common
   Stockholders ................................        $  142,063        20,457,699        $   0.01
Interest Reversal Convertible Debentures
  (Net of Tax) .................................             6,698                --             --
Effect of Dilutive Securities:
  Exercise of Options ..........................                --           589,100             --
  Exercise of Warrants .........................                --            83,572             --
  Conversion of Convertible Debentures .........                --           874,216             --
                                                        ----------        ----------        --------
Diluted EPS:
  Income (Loss) Available to Common Stockholders
    Plus Assumed Conversions ...................        $  148,761        22,004,587        $   0.01
                                                        ==========        ==========        ========
</TABLE>

         Options to purchase an aggregate of 1,008,000 shares of our common
stock at prices ranging from $1.13 to $2.00 per share were outstanding at June
30, 2007, but were not included in the computation of diluted EPS because the
options' exercise prices were greater than the average market price of the
common shares.

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS ENDED
                                                               JUNE 30, 2006
                                                ----------------------------------------------
                                                  INCOME             SHARES         PER SHARE
                                                (NUMERATOR)      (DENOMINATOR)        AMOUNT
                                                ----------         ----------        --------
<S>                                             <C>                <C>               <C>
Basic EPS:
 (Loss) Available to Common
   Stockholders ........................        $ (314,020)        16,559,823        $  (0.02)
Interest Reversal Convertible Debentures
  (Net of Tax) .........................                --                 --              --
Effect of Dilutive Securities:
  Exercise of Options ..................                --                 --              --
  Exercise of Warrants .................                --                 --              --
  Conversion of Convertible Debentures .                --                 --              --
                                                ----------         ----------        --------
Diluted EPS:
 (Loss) Available to Common Stockholders
    Plus Assumed Conversions ...........        $ (314,020)        16,559,823        $  (0.02)
                                                ==========         ==========        ========

</TABLE>



                                       9
<PAGE>


COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARY
--------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 FOR THE SIX MONTHS ENDED
                                                                      JUNE 30, 2006
                                                        ----------------------------------------------
                                                          INCOME              SHARES         PER SHARE
                                                       (NUMERATOR)         (DENOMINATOR)      AMOUNT
                                                        ----------         ----------        --------
<S>                                                     <C>                <C>               <C>
Basic EPS:
 Income (Loss) Available to Common
   Stockholders ................................        $ (604,006)        16,559,823        $  (0.04)
 Interest Reversal Convertible Debentures
   (Net of Tax) ................................                --                 --              --
Effect of Dilutive Securities:
  Exercise of Options ..........................                --                 --              --
  Exercise of Warrants .........................                --                 --              --
  Conversion of Convertible Debentures .........                --                 --              --
                                                        ----------         ----------        --------
Diluted EPS:
  Income (Loss) Available to Common Stockholders
    Plus Assumed Conversions ...................        $ (604,006)        16,559,823        $  (0.04)
                                                        ==========         ==========        ========
</TABLE>


         The Company's options and warrants were not included in the computation
of EPS for the periods ended June 30, 2006 because to do so would be
antidilutive. The Company's convertible debt does not affect the EPS calculation
for the periods ended June 30, 2006 because it would be antidilutive.

[4]  STOCK OPTION AND STOCK PURCHASE PLANS

         On January 1, 2006, we adopted SFAS No. 123R, "SHARE-BASED PAYMENT," or
SFAS 123R, which is a revision of SFAS No. 123 "ACCOUNTING FOR STOCK-BASED
COMPENSATION," or SFAS 123, and supersedes APB No. 25, "ACCOUNTING FOR STOCK
ISSUES TO EMPLOYEES," or APB 25. Among other items, SFAS 123R requires companies
to record compensation expense for share-based awards issued to employees and
directors in exchange for services provided. The amount of the compensation
expense is based on the estimated fair value of the awards on their grant dates
and is recognized over the required service periods. Our share-based awards
include stock options and restricted stock awards. Prior to our adoption of SFAS
123R, we applied the intrinsic value method set forth in APB 25 to calculate the
compensation expense for share-based awards. Historically, we have generally set
the exercise price for our stock options equal to the market value on the grant
date. As a result, the options generally had no intrinsic value on their grant
dates, and we did not record any compensation expense unless the terms of the
options were subsequently modified. For restricted stock awards, the calculation
of compensation expense under APB 25 and SFAS 123R is the same.

         We adopted SFAS 123R using the modified prospective transition method,
which requires the application of the accounting standard to all share-based
awards issued on or after January 1, 2006 and any outstanding share-based awards
that were issued but not vested as of January 1, 2006. In the three and six
months ended June 30, 2007, we recognized no stock-based compensation expense in
our consolidated financial statements. We did not recognize expense because we
did not have any (a) stock options granted prior to January 1, 2006 that had not
yet vested as of January 1, 2006, (b) stock options granted subsequent to
January 1, 2006 and (c) restricted stock award grants made both before and after
January 1, 2006 that had not yet vested. In the three and six months ended June
30, 2006, we recognized $3,000 of stock-based compensation expense in our
consolidated financial statements. We recognized expense because we had (a)
stock options granted prior to January 1, 2006 that had not yet vested as of
January 1, 2006 and (b) stock options granted subsequent to January 1, 2006.

         The estimated fair value underlying our calculation of compensation
expense for stock options is based on the Black-Scholes pricing model. SFAS 123R
requires forfeitures of share-based awards to be estimated at the time of grant
and revised, if necessary, in subsequent periods if our estimates change based
on the actual amount of forfeitures we have experienced. In the pro-forma
information required under SFAS 123 for periods prior to January 1, 2006, we
accounted for forfeitures as they occurred.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------


         SFAS 123R requires us to calculate the pool of excess tax benefits, or
the APIC pool, available as of January 1, 2006, to absorb tax deficiencies
recognized in subsequent periods, assuming we had applied the provisions of the
standard in prior periods. Pursuant to the provisions of FASB Staff Position
123R-3, "TRANSITION ELECTION RELATED TO ACCOUNTING FOR THE TAX EFFECTS OF
SHARE-BASED PAYMENT AWARDS," we adopted the alternative method for determining
the tax effects of share-based compensation, which, among other things, provides
a simplified method for estimating the beginning APIC pool balance.

         In June 2005, we adopted the 2005 Stock Incentive Plan (which we refer
to as the 2005 Plan). Options and stock awards for the purchase of up to
5,000,000 shares may be granted by the Board of Directors to our employees as
consultants at an exercise or grant price determined by the Board of Directors
on the date of grant. Options may be granted as incentive or nonqualified stock
options with a term of not more than ten years. The 2005 Plan allows the Board
of Directors to grant restricted or unrestricted stock awards or awards
denominated in stock equivalent units, securities or debenture convertible into
common stock, or any combination of the foregoing and may be paid in common
stock or other securities, in cash, or in a combination of common stock or other
securities and cash. At June 30, 2007, an aggregate of 4,780,000 shares were
available for grant under the 2005 Plan.

         In November 1994, we adopted the 1994 Stock Option Plan for Independent
Directors. Options for the purchase of up to 300,000 shares may be granted to
our directors who are not employees. The Plan was amended in June 2000 to
increase the aggregate number of shares of common stock available for grant from
300,000 to 750,000. Each non-employee director who is serving on a "Date of
Grant" shall automatically be granted an option to purchase 10,000 shares of
common stock at the fair market value of common stock on the date the option is
granted. Dates of Grant are November 15, 1994, 1999, 2004 and 2009 for
non-employee directors serving on November 15, 1994. For individuals who become
non-employee directors after November 15, 1994, such directors' Dates of Grant
will be the date such individual becomes a director and the fifth, tenth and
fifteenth anniversaries of such date. Options are exercisable in full 6 months
after the applicable date of grant and expire 5 years after the date of grant.
At June 30, 2007, an aggregate of 750,000 shares were available for grant under
the 1994 Stock Option Plan for Independent Directors.

         A summary of the changes in outstanding common stock options for all
outstanding plans is as follows:

<TABLE>
<CAPTION>
                                                                      WEIGHTED-AVERAGE
                                                    EXERCISE PRICE         REMAINING     WEIGHTED-AVERAGE
                                    SHARES            PER SHARE        CONTRACTUAL LIFE   EXERCISE PRICE
                                   --------          -------------    -----------------  ----------------
<S>                                <C>               <C>     <C>         <C>              <C>
Balance, December 31, 2006         2,018,000         $ .23 - 2.00        1.8 years        $   .93
    Granted ..............              --                 --               --                 --
    Exercised ............           (55,000)           .27 - .27           --                .27
    Canceled .............              --                  --              --                 --
    Expired ..............              --                  --              --                 --
Balance, June 30, 2007 ...         1,963,000         $ .34 - 2.00        1.3 years        $   .95
</TABLE>


         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because our employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of our employee stock options.


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ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.
         -----------------------------------------------------------------------

         CERTAIN OF THE MATTERS DISCUSSED IN THIS REPORT, INCLUDING, WITHOUT
LIMITATION, MATTERS DISCUSSED UNDER THIS ITEM 2, "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," MAY CONSTITUTE
FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT) AND ARE SUBJECT TO THE OCCURRENCE OF CERTAIN
CONTINGENCIES WHICH MAY NOT OCCUR IN THE TIME FRAMES ANTICIPATED OR OTHERWISE,
AND, AS A RESULT, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH
STATEMENTS. IN ADDITION TO OTHER FACTORS AND MATTERS DISCUSSED ELSEWHERE IN THIS
REPORT ON FORM 10-Q AND IN OUR FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 2, 2007 AND OTHER PERIODIC REPORTS FILED, THESE RISKS,
UNCERTAINTIES AND CONTINGENCY INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED
WITH INCREASED COMPETITION, CUSTOMER DECISIONS, THE SUCCESSFUL COMPLETION OF
CONTINUING DEVELOPMENT OF NEW PRODUCTS, THE SUCCESSFUL NEGOTIATION, EXECUTION
AND IMPLEMENTATION OF ANTICIPATED NEW SOFTWARE CONTRACTS, THE SUCCESSFUL
ADDITION OF PERSONNEL IN THE MARKETING AND TECHNICAL AREAS AND OUR ABILITY TO
COMPLETE DEVELOPMENT AND SELL AND LICENSE OUR PRODUCTS AT PRICES WHICH RESULT IN
SUFFICIENT REVENUES TO REALIZE PROFITS, AND OTHER BUSINESS FACTORS BEYOND OUR
CONTROL.

OVERVIEW

         We are a supplier of software products for the property and casualty
insurance industry, supplying a wide range of professional services that support
product customization, conversion from existing systems and data integration
with other software or reporting agencies. We also offer on-going support
services including incorporating recent insurance rate and rule changes in our
solutions. These support services also include analyzing the changes,
developments, quality assurance, documentation and distribution of insurance
rate and rule changes.

         We earn revenue from software contract licenses, service fees from our
Application Service Provider ("ASP"), continuing maintenance fees for servicing
the product and professional services. Total revenue for the three and six
months ended June 30, 2007 increased to $1,939,000 and $3,870,000 from
$1,638,000 and $3,377,000, respectively, for the three and six months ended June
30, 2006, mainly due to an increase in license revenue, professional services
revenue and ASP revenue, which was partially offset by a decrease in maintenance
revenue.

         The following is an overview of the key components of our revenue and
other important financial data for the three and six months ended June 30, 2007:

         SOFTWARE LICENSES. Our license revenue in the three and six months
ended June 30, 2007 of $291,000 and $495,000, respectively, was from one new
customer and existing customers who chose to renew, add onto or extend their use
of our software. For the three and six months ended June 30, 2006, we generated
$152,000 and $400,000, respectively, in license revenue. Our new software
license revenue is affected by the strength of general economic and business
conditions and the competitive position of our software products. New software
license sales are characterized by long sales cycles and intense competition.
Timing of new software license sales can substantially affect our quarterly
results.

         MAINTENANCE. Maintenance revenue was $818,000 and $1,644,000,
respectively, in the three and six months ended June 30, 2007 compared to
$834,000 and $1,678,000, respectively, in the same periods in 2006. Maintenance
revenue is influenced primarily by the following factors: the renewal rate from
our existing customer base, the amount of new maintenance associated with new
license sales and annual price increases.

         PROFESSIONAL SERVICES. The increase in professional services revenue,
from $336,000 and $667,000, respectively, in the three and six months ended June
30, 2006 to $445,000 and $962,000, respectively, in the same periods of 2007,
was a result of increased demand for new software capabilities and
customizations from our current customer base and one new customer.

         ASP SERVICES. ASP services revenue was $385,000 and $769,000,
respectively, in the first three and six months of 2007 compared to $316,000 and
$632,000, respectively, in the same periods in 2006, due to an expanded and
extended contractual relationship with a large customer.


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         INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES. Income (loss) before
provision for income taxes was $3,000 and $142,000, respectively, in the three
and six months ended June 30, 2007 compared to $(314,000) and $(604,000),
respectively, in the same periods of 2006 primarily due to an increase in
license, professional services and ASP revenue.

         NET INCOME (LOSS). Net income (loss) for the three and six months ended
June 30, 2007 increased to $3,000 and $142,000, respectively, from $(314,000)
and $(604,000), respectively, in the same periods of 2006 as a result of an
increase in license, professional services and ASP revenue.

         CASH FLOW. We generated $852,000 in positive cash flow from operations
in the first six months of 2007 and ended the period with $444,000 in cash and
cash equivalents and $986,000 in accounts receivable.

         We continue to face challenges to growth in 2007 mainly in the
marketing and selling of our products and services to new customers, caused by a
number of factors, including long sales cycles and competition. In addition,
there are risks related to customers' acceptance and implementation delays,
which could affect the timing and amount of license revenue we are able to
recognize. However, given the positive response to our new software from
existing customers, the significant expansion of our relationship with a very
large customer and the introduction of additional software capabilities, we are
expanding our sales and marketing efforts to both new and existing customers.
Consequently, we are incurring additional sales and marketing expense in advance
of generating the corresponding revenue.

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, certain
items from the consolidated statements of operations expressed as a percentage
of total revenues:

<TABLE>
<CAPTION>
                                                       THREE MONTHS            SIX MONTHS
                                                      ENDED JUNE 30,          ENDED JUNE 30,
                                                     ----------------       ----------------
                                                      2007       2006        2007       2006
                                                     -----      -----       -----      -----
<S>                                                   <C>         <C>        <C>        <C>
REVENUES:

         License                                      15.0%       9.3%       12.8%      11.9%
         Maintenance                                  42.2       50.9        42.5       49.7
         Professional Services                        22.9       20.5        24.8       19.7
         Applications Service Provider ("ASP")
            Services                                  19.9       19.3        19.9       18.7
                                                     -----      -----       -----      -----
         TOTAL REVENUES                              100.0      100.0       100.0      100.0
                                                     -----      -----       -----      -----

COST OF REVENUES:
         License                                      16.5       18.7        13.8       18.4
         Maintenance                                  32.4       45.6        35.0       44.4
         Professional Services                        15.4        8.3        13.9        7.9
         ASP Services                                  6.0        6.0         5.4        5.5
                                                     -----      -----       -----      -----
         TOTAL COST OF REVENUES                       70.2       78.6        68.2       76.2
                                                     -----      -----       -----      -----
         DIRECT MARGIN                                29.8       21.4        31.8       23.8
                                                     -----      -----       -----      -----

OPERATING EXPENSES:
         Sales and Marketing                           9.3       14.4         7.5       14.0
         General and Administrative                   15.2       17.8        14.8       17.2
         Research and Development                      4.9        5.7         4.7        7.9
                                                     -----      -----       -----      -----
         TOTAL OPERATING EXPENSES                     29.4       37.9        27.0       39.1
                                                     -----      -----       -----      -----
         OPERATING INCOME (LOSS)                       0.4      (16.5)        4.8      (15.3)
                                                     -----      -----       -----      -----
</TABLE>



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<TABLE>
<CAPTION>
<S>                                                    <C>        <C>         <C>        <C>
OTHER EXPENSE (INCOME):
         Interest Expense                              0.2        2.7         1.0        2.6
         Interest Income                               0.1        --          0.1        --
                                                     -----      -----       -----      -----
         TOTAL OTHER EXPENSE (INCOME)                  0.3        2.7         1.1        2.6
                                                     -----      -----       -----      -----
         INCOME (LOSS) BEFORE INCOME TAXES             0.1      (19.2)        3.7      (17.9)
                                                     -----      -----       -----      -----
INCOME TAXES (BENEFIT)                                 --         --          --         --
                                                     -----      -----       -----      -----
NET INCOME (LOSS)                                      0.1%     (19.2)%       3.7%     (17.9)%
                                                     -----      -----       -----      -----
</TABLE>


THREE AND SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 2006

         Total revenues for the three months ended June 30, 2007 were $1,939,000
compared to $1,638,000 for the same period in 2006. License fees were $291,000
for the three months ended June 30, 2007 compared to $152,000 in the same period
in 2006 as a result of one new customer sale and sales to existing customers in
2007. For the three months ended June 30, 2007, maintenance revenues were
$818,000 compared to $834,000 in the same period of the prior year primarily due
in part to the non-renewal of a few customers. For the three months ended June
30, 2007, ASP revenues were $385,000 compared to $316,000 in the same period for
the prior year, due to an expanded and extended contractual relationship with a
very large customer. Professional services revenue contributed $445,000 in the
three months ended June 30, 2007 compared to $336,000 in the second quarter of
2006, as a result of increased demand for new software capabilities and
customizations from our current customer base and one new customer.

         For the six months ended June 30, 2007, total revenues were $3,870,000
compared to $3,377,000 in the same period of the prior year.

         Cost of sales increased to $1,362,000 and $2,638,000, respectively, for
the three and six months ended June 30, 2007 compared to $1,287,000 and
$2,573,000 for the same periods in 2006, due to personnel-related costs.
Non-cash capitalized software amortization was $239,000 and $452,000,
respectively, for the three and six months ended June 30, 2007 as compared to
$276,000 and $540,000 for the same periods in 2006. We capitalized $301,000 and
$566,000, respectively, of software development costs in the three and six
months ended June 30, 2007 as compared to $240,000 and $392,000, respectively,
in the same periods in 2006.

         Research and development expenses decreased to $94,000 and $184,000,
respectively, for the three and six months ended June 30, 2007 as compared to
$93,000 and $268,000, respectively, for the same periods in 2006, primarily as a
result of our efforts to streamline research and development projects and shift
resources to capitalizable software development projects. We are continuing our
ongoing efforts to enhance the functionality of our products and solutions and
believe that investments in research and development are critical to our
remaining competitive in the marketplace.

         Sales and marketing expenses were $181,000 and $291,000, respectively,
for the three and six months ended June 30, 2007 as compared to $236,000 and
$472,000, respectively, in the same periods of 2006. This decrease in 2007 was
primarily due to a reduction in our marketing and sales headcount in the later
part of 2006, resulting in a decrease in personnel-related costs.

         General and administrative expenses remained constant at $294,000 and
$572,000, respectively, in the three and six months ended June 30, 2007 as
compared to $291,000 and $580,000, respectively, in the same periods in 2006.


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LIQUIDITY AND CAPITAL RESOURCES

         SOURCES OF LIQUIDITY

         We have funded our operations primarily from cash flow from operations
and the proceeds from our 2008 Debentures and our 2009 Debentures. Cash from
operations results primarily from net income from the income statement less
non-cash expenses (depreciation and amortization) and changes in working capital
from the balance sheet.

         Our largest source of operating cash flows is cash collections from our
customers following the purchase or renewal of software licenses, product
support agreements and other related services. Payments from customers for
software licenses are generally received at the beginning of the contract term.
Payments from customers for product support and ASP services are generally
received in advance on a quarterly basis. Payments for professional services are
generally received 30 days after the services are performed.

         At June 30, 2007, we had cash and cash equivalents of $444,000 compared
to cash and cash equivalents of $606,000 at June 30, 2006. The decrease in cash
and cash equivalents is primarily attributable to the decrease in maintenance
revenues.

         CASH FLOWS

         Our ability to generate cash has depended on a number of different
factors, primarily our ability to continue to secure and retain customers and
generate new license sales and related product support agreements. In order to
attract new customers and maintain or grow existing revenue streams, we utilize
our existing sources of capital to invest in sales and marketing, technology
infrastructure and research and development.

         Our ability to continue to control expenses, maintain existing revenue
streams and anticipate new revenue will impact the amounts and certainty of cash
flows. We intend to maintain our expenses in line with existing revenue streams
from maintenance support, ASP services and professional services. We may require
a significant amount of cash to service our indebtedness, which consists
primarily of our obligations to make monthly principal and interest payments on
our outstanding debentures.

         Balance sheet items that should be considered in assessing our
liquidity include cash and cash equivalents, accounts receivable, prepaid
expenses, accounts payable and accrued liabilities. Income statement items that
should be considered in assessing our liquidity include revenue, cost of revenue
(net of depreciation and amortization), operating expenses (net of depreciation
and amortization) and other expenses. Statement of cash flows items that should
be considered in assessing our liquidity include net cash flows from operating
activities, net cash flows from investing activities and net cash flows from
financing activities.

         At June 30, 2007, we had working capital (deficit) of approximately
$(486,000) compared to a working capital (deficit) of approximately $(750,000)
at June 30, 2006. This increase in our working capital resulted primarily from
an increase in license, professional services and ASP revenues. For the six
months ended June 30, 2007, net cash provided from (used for) operating
activities totaled approximately $852,000 compared to approximately $713,000 for
the six months ended June 30, 2006. In 2007, cash flow from operating activities
represented the Company's principal source of cash and results primarily from
net income (loss), less non-cash expense and changes in working capital. The
Company had a significant increase in its accounts receivable in 2006 due to the
license sale to one large customer offset by non-cash expenses and payment of
liabilities.

         For the six months ended June 30, 2007, net cash used for investing
activities was approximately $(583,000) compared to approximately $(403,000) for
the six months ended June 30, 2006. The Company expects capital expenditures and
capital software expenditures to continue to be funded by cash generated from
operations. For the six months ended June 30, 2007, net cash provided from
financing activities was approximately $43,000 compared to approximately $0 for
the six months ended June 30, 2006. The cash provided from financing activities
in 2007 consisted of proceeds from the exercise of stock options and warrants.

         FUNDING REQUIREMENTS

         Our primary uses of cash are for personnel-related expenditures,
facilities and technology costs.


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         We do not anticipate any large capital expenditures that will require
us to seek new sources of capital. We lease computer equipment for terms of
three years in order to have the latest available technology to serve our
customers and develop new products.

         The 2008 Debentures were issued with an aggregate principal amount of
$1,800,000, and the 2009 Debentures were issued with an aggregate principal
amount of $700,000. Interest on the unpaid principal amount of the debentures is
payable at the rate of 8% per annum. We have been required to pay, since July 1,
2004 and July 1, 2005, respectively, monthly principal installments in the
amount of ten dollars ($10) per thousand dollars ($1,000) of the then-remaining
principal amount of the 2008 Debentures and 2009 Debentures, and at maturity we
will be required to pay the remaining unpaid principal amount.

         In 2006, the holders of the 2008 Debentures and the 2009 Debentures
elected to convert a portion of their monthly principal installments due in 2006
totaling $127,254, under such debentures into shares of our common stock at the
conversion price of $0.30 per share in lieu of receiving such installment
payments in cash. In connection with this conversion, we issued to the holders
of the 2008 Debentures and the 2009 Debentures an aggregate of 424,181 shares of
our common stock. In January 2007, the holders of the 2008 Debentures and the
2009 Debentures elected to convert the remaining portion of their monthly
principal installments due in 2006, totaling $119,807, under such debentures
into shares of our common stock at the conversion price of $0.30 per share in
lieu of receiving such installment payments in cash. In connection with this
conversion, we issued to the holders of the 2008 Debentures and the 2009
Debentures an aggregate of 399,358 shares of our common stock.

         On March 23, 2007, we issued an aggregate of 5,438,670 shares of our
common stock to the RENN funds in connection with their election to convert an
aggregate of $1,631,601 principal amount of their 2008 Debentures and 2009
Debentures, representing all of their remaining unpaid principal amount due on
the debentures, at a conversion price of $0.30 per share.

         As of June 30, 2007, an aggregate principal amount of $262,265 remains
outstanding on the 2008 Debentures. In 2007, we will be required to make
payments of $33,616 in principal amount of the 2008 Debentures and we expect to
make interest payments of approximately $23,700 in the aggregate during 2007. In
addition, upon maturity of our 2008 Debentures in July 2008, we will be required
to repay the outstanding principal balance on our 2008 Debentures, which is
expected to be approximately $262,265.

         We prepare monthly cash flow projections on a rolling twelve-month
basis based on a detailed review of anticipated receipts and revenue from
licenses, maintenance, ASP and professional services. We also perform a detailed
review of our disbursements, including fixed costs, variable costs, legal costs,
payroll costs and other specific payments, on a rolling twelve-month basis.
Comparing estimated cash receipts to estimated payments, we evaluate our ending
cash balance monthly and determine whether our anticipated cash flows from
operations will be sufficient to meet our normal operating needs for at least
the next twelve months.

         We believe that our current cash balances and anticipated cash flows
from operations will be sufficient to meet our normal operating needs for at
least the next twelve months. We do not anticipate any material changes in our
sources of and needs for capital. Our ability to fund our working capital needs,
address planned capital expenditures and make payments on or refinance our
indebtedness will depend on our ability to generate cash in the future. We
anticipate generating future working capital through sales to new customers and
continued sales and services to our existing customers. We may require a
significant amount of cash to service our indebtedness, which consists primarily
of our obligations to make monthly principal and interest payments on the
debentures.

         Our future liquidity and capital resource requirements will depend on
many factors, including but not limited to the following trends and
uncertainties we face:

        o       Our ability to generate cash is subject to general economic,
                financial, competitive and other factors beyond its control.


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        o       Our need to invest resources in product development in order to
                continue to enhance our current product, develop new products,
                attract and retain customers and keep pace with competitive
                product introductions and technological developments.
        o       We experience intense competition in our industry and continuing
                technological changes.
        o       Insurance companies typically are slow in making decisions and
                have numerous bureaucratic and institutional obstacles, which
                can make our efforts to attain new customers difficult.
        o       We compete with a number of larger companies who have greater
                resources than those of ours. We compete on the basis of
                insurance knowledge, products, services, price, technological
                advances and system functionality and performance.
        o       Our operations continue to depend upon the continuing business
                of our existing customers and our ability to attract new
                customers.
        o       A decline in software spending in the insurance industry could
                result in a decrease in our revenue.

         Material risks to cash flow from operations include delayed or reduced
cash payments accompanying sales of new licenses or a decline in our services
business. There can be no assurance that changes in our plans or other events
affecting our operations will not result in materially accelerated or unexpected
expenditures. We cannot be assured that our cash flow from operations will be
sufficient, or that future borrowing will be available, to enable us to pay our
indebtedness. Furthermore, we cannot be assured that any or all of the holders
of our debentures will continue to elect to convert all or a portion of their
monthly cash installments of principal into shares of our common stock in any
future periods. If we are unable to pay our indebtedness through cash flows from
operations, we may need additional financing, and we cannot be certain that we
will be able to obtain additional financing with favorable terms.

         We do not expect for there to be a change in the mix or relative cost
of our sources of capital. If we were to seek to obtain additional capital, we
would be required to obtain approval from the holders of our debentures. We do
not foresee difficulty in obtaining such approval, but we have not recently
sought approval to raise additional capital.

         NET OPERATING LOSS CARRYFORWARDS

         At December 31, 2006, we had approximately $26,700,000 of federal net
operating tax loss carryforwards expiring at various dates through 2026. The Tax
Reform Act of 1986 enacted a complex set of rules which limits a company's
ability to utilize net operating loss carryforwards and tax credit carryforwards
in periods following an ownership change. These rules define ownership change as
a greater than 50 percent point change in stock ownership within a defined
testing period which is generally a three-year period. As a result of stock
which may be issued by us from time to time, including the stock which may be
issued relating to our outstanding convertible debentures and the conversion of
outstanding warrants, or the result of other changes in ownership of our
outstanding stock, we may experience an ownership change and consequently our
utilization of net operating loss carryforwards could be significantly limited.

OFF-BALANCE SHEET TRANSACTIONS

         We do not maintain any off-balance sheet transactions, arrangements,
obligations or other relationships with unconsolidated entities or others that
are reasonably likely to have a material current or future effect on our
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The SEC has issued cautionary advice to elicit more precise disclosure
in this Item 2, MD&A, about accounting policies management believes are most
critical in portraying our financial results and in requiring management's most
difficult subjective or complex judgments.


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         The preparation of financial documents in conformity with accounting
principles generally accepted in the United States of America requires
management to make judgments and estimates. On an on-going basis, we evaluate
our estimates, the most significant of which include establishing allowances for
doubtful accounts, a valuation allowance for our deferred tax assets and
determining the recoverability of our long-lived assets. The basis for our
estimates are historical experience and various assumptions that are believed to
be reasonable under the circumstances, given the available information at the
time of the estimate, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
available from other sources. Actual results may differ from the amounts
estimated and recorded in our financial statements.

         We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements:

        o       Revenue Recognition
        o       Valuation of Capitalized Software
        o       Valuation of Allowance for Doubtful Accounts Receivable

REVENUE RECOGNITION

         Revenue recognition rules are very complex, and certain judgments
affect the application of our revenue policy. The amount and timing of our
revenue is difficult to predict, and any shortfall in revenue or delay in
recognizing revenue could cause our operating results to vary significantly from
quarter to quarter. In addition to determining our results of operations for a
given period, our revenue recognition determines the timing of certain expenses,
such as commissions, royalties and other variable expenses.

         Our revenues are recognized in accordance with SOP 97-2, "Software
Revenue Recognition," as amended by SOP 98-4, "Deferral of the Effective Date of
SOP 97-2, Software Revenue Recognition" and SOP 98-9, "Modification of SOP 97-2
with Respect to Certain Transactions." Revenue from the sale of software
licenses is predominately from standardized software and is recognized when
standard software modules are delivered and accepted by the customer, the
license term has begun, the fee is fixed or determinable and collectibility is
probable. Revenue from software maintenance contracts and ASP services is
recognized ratably over the life of the contract. Revenue from professional
consulting services is recognized when the service is provided.

         Amounts invoiced to our customers in excess of recognized revenues are
recorded as deferred revenues. The timing and amounts invoiced to customers can
vary significantly depending on specific contract terms and can therefore have a
significant impact on deferred revenues in any given period.

         Our revenue is derived from the licensing of our software products,
professional services, maintenance and support and ASP services. We recognize
revenue when persuasive evidence of an arrangement exists, we have delivered the
product or performed the service, the fee is fixed or determinable and
collection is probable.

         LICENSE REVENUE. We recognize our license revenue upon delivery,
provided collection is determined to be probable and no significant obligations
remain.

         SERVICES AND SUPPORT REVENUE. Our services and support revenue is
composed of professional services (such as consulting services and training) and
maintenance and support and ASP services. Our professional services revenue is
recognized when the services are performed. Our maintenance and support and ASP
offerings are recognized ratably over the term of the arrangement.

         MULTIPLE ELEMENT ARRANGEMENT. We enter into revenue arrangements in
which a customer may purchase a combination of software, maintenance and
support, and professional services (multiple-element arrangements). When
vendor-specific objective evidence ("VSOE") of fair value exists for all
elements, we allocate revenue to each element based on the relative fair value
of each of the elements. VSOE of fair value is established by the price charged
when that element is sold separately. For maintenance and support, VSOE of fair
value is established by renewal rates when they are sold separately. For
arrangements where VSOE of fair value exists only for the



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undelivered elements, we defer the full fair value of the undelivered elements
and recognize the difference between the total arrangement fee and the amount
deferred for the undelivered items as revenue, assuming all other criteria for
revenue recognition have been met.

VALUATION OF CAPITALIZED SOFTWARE

         Costs for the conceptual formulation and design of new software
products are expensed as incurred until technological feasibility has been
established. Once technological feasibility has been established, we capitalize
costs to produce the finished software products. Capitalization ceases when the
product is available for general release to customers. Costs associated with
product enhancements that extend the original product's life or significantly
improve the original product's marketability are also capitalized once
technological feasibility has been established. Amortization is calculated on a
product-by-product basis as the greater of the amount computed using (a) the
ratio that current gross revenues for a product bear to the total of current and
anticipated future gross revenues for that product or (b) the straight-line
method over the remaining economic life of the product. At each balance sheet
date, the unamortized capitalized costs of each computer software product is
compared to the net realizable value of that product. If an amount of
unamortized capitalized costs of a computer software product is found to exceed
the net realizable value of that asset, such amount will be written off. The net
realizable value is the estimated future gross revenues from that product
reduced by the estimated future costs of completing and deploying of that
product, including the costs of performing maintenance and customer support
required to satisfy our responsibility set forth at the time of sale.

VALUATION OF ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

         Management's estimate of the allowance for doubtful accounts is based
on historical information, historical loss levels, and an analysis of the
collectibility of individual accounts. We routinely assess the financial
strength of our customers and based upon factors concerning credit risk,
establish an allowance for uncollectible accounts. Management believes that
accounts receivable credit risk exposure beyond such allowance is limited.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         We are exposed to the impact of interest rate changes and changes in
the market value of our investments.

         INTEREST RATE RISK. Our exposure to market rate risk for changes in
interest rates relates primarily to our investment portfolio. We have not used
derivative financial instruments in our investment portfolio. We invest our
excess cash in a major bank money market account. We protect and preserve our
invested funds by limiting default, market and reinvestment risk.

         Investments in this account carry a degree of interest rate risk. Fixed
rate securities may have their fair market value adversely impacted due to a
rise in interest rates, while floating rate securities may produce less income
than expected if interest rates fall. Due in part to these factors, our future
investment income may fall short of expectations due to changes in interest
rates or we may suffer losses in principal if forced to sell securities which
have declined in market value due to changes in interest rates.

ITEM 4.    CONTROLS AND PROCEDURES.

         As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of the Company's "disclosure controls
and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934, as amended). Based upon that evaluation, our Chief Executive Officer
and our Chief Financial Officer concluded that our disclosure controls and
procedures are effective to ensure




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that information required to be disclosed by us in reports that we file or
submit under the Exchange Act are recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission (the
"SEC") rules and forms, and include controls and procedures designed to ensure
that information required to be disclosed by us in such reports is accumulated
and communicated to our management, including our Chief Executive Officer and
our Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.

         There has been no change in our internal control over financial
reporting during the quarter ended June 30, 2007 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

                                * * * * * * * * *

         Statements in this Form 10-Q, other than statements of historical
information are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks which may cause the
Company's actual results in future periods to differ materially from expected
results. Those risks include, among others, risks associated with increased
competition, customer decisions, the successful completion of continuing
development of new products, the successful negotiation, execution and
implementation of anticipated new software contracts, the successful addition of
personnel in the marketing and technical areas and our ability to complete
development and sell and license our products at prices which result in
sufficient revenues to realize profits, and other business factors beyond our
control. Those and other risks are described in the Company's filings with the
SEC over the last 12 months, including our Form 10-K filed with the SEC on April
2, 2007, copies of which are available from the SEC or may be obtained upon
request from the Company.


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PART II:      OTHER INFORMATION

ITEM 1A.   RISK FACTORS.

         The risk factors included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2006, have not materially changed.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         The conversion in June 2007 of an aggregate of $33,616 in principal of
our 2008 Debentures representing the conversion of principal for fiscal year
2007 resulted in the issuance of a total of 112,055 shares of our common stock
to the holders of such debentures. No cash proceeds were received by us in
connection with this partial conversion of the 2008 Debentures. The shares of
our common stock issued upon the conversion of the debentures were issued exempt
from registration in reliance on Section 3(a)(9) of the Securities Act of 1933
as an exchange of securities by an issuer with its existing security holders
where no commission or other renumeration was paid or given directly or
indirectly for soliciting such exchange.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Annual Meeting of our Stockholders was held on June 7, 2007. At
that meeting, our stockholders elected one director, G. Russell Cleveland, to
serve for a term of three years and until his successor is duly elected and
qualified. Our stockholders also approved the adoption of our 2007 Employee
Stock Purchase Plan. In addition, the stockholders approved the ratification of
the appointment of Moore Stephens, P.C., as independent auditors for the fiscal
year ending December 31, 2007.

The results of the voting are as follows:

<TABLE>
<CAPTION>

                                        <c>
PROPOSAL 1 - ELECTION OF DIRECTORS

             DIRECTOR                     VOTES FOR             VOTES WITHHELD
             --------                     ---------             --------------

             G. Russell Cleveland         19,337,491                61,044

PROPOSAL 2 - ADOPTION OF 2007 EMPLOYEE STOCK PURCHASE PLAN

             VOTES FOR                   VOTES AGAINST          VOTES WITHHELD          BROKER NON-VOTES
             ---------                   -------------          --------------          ----------------

             11,535,496                     78,904                   3,111                  7,781,024


PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

             VOTES FOR                   VOTES AGAINST          VOTES WITHHELD
             ---------                   -------------          --------------

             19,379,903                     17,519                   1,113
</TABLE>



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ITEM 6.    EXHIBITS.
           --------

     EXHIBIT
       NO.                             DESCRIPTION
     --------      ----------------------------------------------------------
    10(i)(18)      Limited Waiver to Convertible Loan Agreements, dated as of
                   June 30, 2007, by and between John Roblin and Stuart
                   Sternberg.

       31.1        Chief Executive Officer Certification pursuant to Section
                   13a-15(e) of the Securities Exchange Act.

       31.2        Chief Financial Officer Certification pursuant to Section
                   13a-15(e) of the Securities Exchange
                   Act.
       32.1        Certification of John W. Roblin pursuant to 18 U.S.C. Section
                   1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.

       32.2        Certification of Ann F. Massey pursuant to 18 U.S.C. Section
                   1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.


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SIGNATURES
--------------------------------------------------------------------------------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   COVER-ALL TECHNOLOGIES INC.


Date:  August 10, 2007             By:  /S/ JOHN W. ROBLIN
                                       -----------------------------------------
                                       John W. Roblin, Chairman of the Board of
                                       Directors, President and Chief Executive
                                       Officer



Date:  August 10, 2007             By:  /S/ ANN F. MASSEY
                                       -----------------------------------------
                                       Ann F. Massey, Chief Financial Officer


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