<PAGE>

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

                             ----------------------
                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                             ----------------------

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.

|_|  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 Identification No.)
  incorporation or organization)


18-01 POLLITT DRIVE, FAIR LAWN, NEW JERSEY                   07410
  (Address of principal executive office)                  (Zip Code)

                                 (201) 794-4800
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

--------------------------------------------------------------------------------
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the Act. YES |_| NO |X|

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $6,505,000 as of June 30, 2003 based on the closing price on June 30,
2003.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 15,355,218 shares of common
stock, par value $.01 per share, as of March 15, 2004.

                      DOCUMENTS INCORPORATED BY REFERENCE:

NONE.

<PAGE>


                                EXPLANATORY NOTE

        This Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2003, as originally filed on March 29, 2004, is being
filed solely to amend the Exhibit Index included in Item 15 of Part IV.

        Except as described above, no other changes have been made to the Annual
Report on Form 10-K. This Amendment No. 1 to our Annual Report on Form 10-K/A
does not otherwise attempt to update the information set forth in the original
filing of the Annual Report on Form 10-K.



<PAGE>

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

EXHIBIT
NO.        DESCRIPTION

2          Certificate of Merger of the Company Computer Systems, Inc. (a New
           York corporation) into the Registrant, filed on June 11, 1985
           [incorporated by reference to Exhibit 2 to the Registrant's Annual
           Report on Form 10-K (Commission File No. 0-13124) filed on January
           29, 1986].

3(a)       Certificate of Incorporation of the Registrant filed on April 22,
           1985 [incorporated by reference to Exhibit 3(a) to the Registrant's
           Annual Report on Form 10-K (Commission File No. 0-13124) filed on
           January 29, 1986].

3(b)       Certificate of Amendment of Certificate of Incorporation of the
           Registrant filed on May 6, 1987 [incorporated by reference to Exhibit
           3.2 to the Registrant's Registration Statement on Form S-1
           (Commission File No. 33-17533) filed on September 29, 1987].

3(c)       Certificate of Amendment of Certificate of Incorporation of the
           Registrant filed on March 26, 1990 [incorporated by reference to
           Exhibit 3(d) to the Registrant's Quarterly Report on Form 10-Q
           (Commission File No. 0-13124) filed on June 14, 1990].

3(d)       Certificate of Amendment of Certificate of Incorporation of the
           Registrant filed on March 18, 1992 [incorporated by reference to
           Exhibit 1 to the Registrant's Current Report on Form 8-K (Commission
           File No. 0-13124) filed on March 30, 1992].

3(e)       Certificate of Amendment of Certificate of Incorporation of the
           Registrant [incorporated by reference to Exhibit 3(e) to the
           Registrant's Amendment No. 1 to Registration Statement on Form S-3
           (Commission File No. 0-13124) filed on July 10, 1996].

3(f)       Certificate of Amendment of Certificate of Incorporation of the
           Registrant filed on July 12, 2000 [incorporated by reference to
           Exhibit 3(g) to the Registrant's Quarterly Report on Form 10-Q
           (Commission File No. 0-13124) filed on August 11, 2000].

3(g)       Bylaws of the Registrant, as amended [incorporated by reference to
           Exhibit 3(g) to the Registrant's Amendment No. 1 to Registration
           Statement on Form S-3 (Commission file No. 0-13124) filed on July 10,
           1996].

4          Form of Common Stock Certificate of the Registrant [incorporated by
           reference to Exhibit 4(a) to the Registrant's Annual Report on Form
           10-K (Commission File No. 0-13124) filed on January 29, 1986].

10(a)      Warner Insurance Services, Inc. Tax Saver 401(k) Salary Reduction
           Plan adopted May 31, 1985 and restated as of August 11, 1992
           [incorporated by reference to Exhibit 10(k) to the Registrant's
           Annual Report on Form 10-K (Commission File No. 0-13124) filed on
           January 28, 1993].

10(b)(1)   1994 Stock Option Plan for Independent Directors adopted by the Board
           of Directors of the Registrant on November 10, 1994 [incorporated by
           reference to Exhibit 10(n)(1) to the Registrant's Annual Report on
           Form 10-K (Commission File No. 0-13124) filed on April 17, 1995].

10(b)(2)   Form of Stock Option Agreement under the 1994 Stock Option Plan for
           Independent Directors [incorporated by reference to Exhibit 10(n)(2)
           to the Registrant's Annual Report on Form 10-K (Commission File No.
           0-13124) filed on April 17, 1995].

<PAGE>

10(c)(1)   The 1994 Non-Qualified Employee Stock Option Plan, adopted by the
           Board of Directors of the Registrant on March 22, 1995 [incorporated
           by reference to Exhibit 10(o)(1) to the Registrant's Form 10-K
           (Commission File No. 0-13124) filed on April 17, 1995].

10(c)(2)   The 1995 Employee Stock Option Plan, adopted by the Board of
           Directors of the Registrant on March 22, 1995 [incorporated by
           reference to Exhibit 10(o)(1) to the Registrant's Annual Report on
           Form 10-K (Commission File No. 0-13124) filed on April 17, 1995].

10(c)(3)   Form of Incentive Stock Option Agreement under the 1995 Employee
           Stock Option Plan [incorporated by reference to Exhibit 10(o)(2) to
           the Registrant's Annual Report on Form 10-K (Commission File No.
           0-13124) filed on April 17, 1995].

10(c)(4)   Form of Non-Qualified Stock Option Agreement under the 1995 Employee
           Stock Option Plan [incorporated by reference to Exhibit 10(o)(3) to
           the Registrant's Annual Report on Form 10-K (Commission File No.
           0-13124) filed on April 17, 1995].

10(c)(5)   The 1995 Employee Stock Option Plan, as amended on April 29, 1997 by
           the stockholders of the Registrant [incorporated by reference to
           Exhibit 10(o)(4) to the Registrant's Annual Report on Form 10-K
           (Commission File No. 0-13124) filed on March 31, 1998].

10(c)(6)   The 1995 Employee Stock Option Plan, as amended on June 22, 2000 by
           the stockholders of the Company [incorporated by reference to Exhibit
           10(c)(5) to the Registrant's Quarterly Report on Form 10-Q
           (Commission File No. 0-13124) filed on May 13, 2002].

10(d)(1)   Lease Agreement, dated as of March 2, 1990, between the Registrant
           and Polevoy Associates for premises located at 18-01 Pollitt Drive,
           Fair Lawn, New Jersey [incorporated by reference to Exhibit 10(z) to
           the Registrant's Annual Report on Form 10-K (Commission File No.
           0-13124) filed on January 24, 1991].

10(d)(2)   Modification to Lease, dated February 23, 1994, by and between the
           Registrant and Polevoy Associates [incorporated by reference to
           Exhibit 10(e)(2) to the Registrant's Annual Report on Form 10-K
           (Commission File No. 0-13124) filed on April 30, 2001].

10(d)(3)   Second Modification to Lease, dated April 12, 2000, by and between
           the Registrant and Polevoy Associates [incorporated by reference to
           Exhibit 10(e)(3) to the Registrant's Annual Report on Form 10-K
           (Commission File No. 0-13124) filed on April 30, 2001].

10(e)(1)   Employment Agreement, dated December 20, 1999, by and between the
           Registrant and John Roblin [incorporated by reference to Exhibit
           10(o)(3) to the Registrant's Annual Report on Form 10-K (Commission
           File No. 0-13124) filed on April 14, 2000].

10(e)(2)   Employment Agreement, dated January 25, 2001, by and between the
           Registrant and John Roblin [incorporated by reference to Exhibit 99.2
           to the Registrant's Form 8-K (Commission File No. 0-13124) filed on
           February 8, 2001].

**10(e)(3) Employment Agreement, dated December 31, 2003, by and between the
           Registrant and John Roblin.

10(f)(1)   Form of Warrant issued by the Registrant to Vault Management Limited
           [incorporated by reference to Exhibit 10(p)(1) to the Registrant's
           Quarterly Report on Form 10-Q/A (Commission File No. 0-13124) filed
           on August 24, 2000].

10(f)(2)   Stock Purchase Agreement, dated as of June 9, 2000, between the
           Registrant and Vault Management Limited [incorporated by reference to
           Exhibit 10(p)(2) to the Registrant's Quarterly Report on Form 10-Q/A
           (Commission File No. 0-13124) filed on August 24, 2000].

<PAGE>

10(g)(1)   Convertible Loan Agreement, dated June 28, 2001, by and among the
           Company, Renaissance US Growth & Income Trust PLC, a public limited
           company registered in England and Wales, BFSUS Special Opportunities
           Trust PLC, a public limited company registered in England and Wales,
           as lenders, and Renaissance Capital Group, Inc., a Texas corporation,
           as agent [incorporated by reference to Exhibit 10(q)(1) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

10(g)(2)   Convertible Debenture No. 1, dated June 28, 2001, issued to
           Renaissance US Growth & Income [incorporated by reference to Exhibit
           10(q)(2) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on July 11, 2001].

10(g)(3)   Convertible Debenture No. 2, dated June 28, 2001, issued to BFSUS
           Special Opportunities Trust PLC [incorporated by reference to Exhibit
           10(q)(3) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on July 11, 2001].

10(g)(4)   Pledge Agreement, dated as of June 28, 2001, between the Company,
           Renaissance US Growth & Income Trust PLC, BFSUS Special Opportunities
           Trust PLC and Renaissance Capital Group, Inc. [incorporated by
           reference to Exhibit 10(q)(4) to the Registrant's Form 8-K
           (Commission File No. 0-13124) filed on July 11, 2001].

10(g)(5)   Security Agreement (with IP Schedule), dated as of June 28, 2001,
           among the Company, Renaissance US Growth & Income Trust PLC, BFSUS
           Special Opportunities Trust PLC and Renaissance Capital Group, Inc.
           [incorporated by reference to Exhibit 10(q)(5) to the Registrant's
           Form 8-K (Commission File No. 0-13124) filed on July 11, 2001].

10(g)(6)   Subsidiary Guaranty, dated as of June 28, 2001, by Cover-All Systems,
           Inc. in favor of Renaissance US Growth & Income Trust PLC and BFSUS
           Special Opportunities Trust PLC [incorporated by reference to Exhibit
           10(q)(6) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on July 11, 2001].

10(g)(7)   Subsidiary Security Agreement (with IP Schedule), dated as of June
           28, 2001, among Cover-All Systems, Inc. and Renaissance US Growth &
           Income Trust PLC, BFSUS Special Opportunities Trust PLC and
           Renaissance Capital Group, Inc. [incorporated by reference to Exhibit
           10(q)(7) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on July 11, 2001].

*10(g)(8)  Security Agreement, dated as of June 28, 2001, among the Registrant,
           Renaissance US Growth & Income Trust PLC, BFSUS Special Opportunities
           Trust PLC and Renaissance Capital Group, Inc.

*10(g)(9)  Subsidiary Security Agreement, dated as of June 28, 2001, among
           Cover-All Systems, Inc. and Renaissance US Growth & Income Trust PLC,
           BFSUS Special Opportunities Trust PLC and Renaissance Capital Group,
           Inc.

10(h)(1)   Convertible Loan Agreement, dated June 28, 2001, by and among the
           Company, John Roblin, Arnold Schumsky and Stuart Sternberg, and
           Stuart Sternberg, as agent [incorporated by reference to Exhibit
           10(r)(1) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on July 11, 2001].

10(h)(2)   Convertible Debenture No. 3, dated June 28, 2001, issued to John
           Roblin [incorporated by reference to Exhibit 10(r)(2) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

10(h)(3)   Convertible Debenture No. 4, dated June 28, 2001, issued to Arnold
           Schumsky [incorporated by reference to Exhibit 10(r)(3) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

<PAGE>

10(h)(4)   Convertible Debenture No. 5, dated June 28, 2001, issued to Stuart
           Sternberg [incorporated by reference to Exhibit 10(r)(4) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

10(h)(5)   Security Agreement (with Schedule I), dated as of June 28, 2001,
           among the Company, John Roblin, Arnold Schumsky and Stuart Sternberg
           [incorporated by reference to Exhibit 10(r)(5) to the Registrant's
           Form 8-K (Commission File No. 0-13124) filed on July 11, 2001].

10(h)(6)   Subsidiary Guaranty, dated as of June 28, 2001, by Cover-All Systems,
           Inc. in favor of John Roblin, Arnold Schumsky and Stuart Sternberg
           [incorporated by reference to Exhibit 10(r)(6) to the Registrant's
           Form 8-K (Commission File No. 0-13124) filed on July 11, 2001].

10(h)(7)   Subsidiary Security Agreement (with Schedule I), dated as of June 28,
           2001, among Cover-All Systems, Inc. and John Roblin, Arnold Schumsky
           and Stuart Sternberg [incorporated by reference to Exhibit 10(r)(7)
           to the Registrant's Form 8-K (Commission File No. 0-13124) filed on
           July 11, 2001].

*10(h)(8)  Security Agreement, dated as of June 28, 2001, among the Company,
           John Roblin, Arnold Schumsky and Stuart Sternberg.

*10(h)(9)  Subsidiary Security Agreement, dated as of June 28, 2001, among
           Cover-All Systems, Inc. and John Roblin, Arnold Schumsky and Stuart
           Sternberg.

10(h)(10)  Limited Waiver to Convertible Loan Agreements, dated as of September
           30, 2001, by Renaissance US Growth & Income Trust PLC and BFSUS
           Special Opportunities Trust PLC [incorporated by reference to Exhibit
           10(r)(8) to the Registrant's Form 10-Q (Commission File No. 0-13124)
           filed on November 14, 2001].

10(h)(11)  Limited Waiver to Convertible Loan Agreements, dated as of December
           31, 2001, by Renaissance US Growth & Income Trust PLC and BFSUS
           Special Opportunities Trust PLC [incorporated by reference to Exhibit
           10(l)(9) to the Registrant's Form 10-K (Commission File No. 0-13124)
           filed on March 29, 2002].

10(h)(12)  Limited Waiver to Convertible Loan Agreements, dated as of September
           30, 2002, by Renaissance US Growth & Income Trust PLC and BFSUS
           Special Opportunities Trust PLC [incorporated by reference to Exhibit
           10(o)(5) to the Registrant's Form 10-Q (Commission File No. 0-13124)
           filed on November 13, 2002].

*10(h)(13) Intercreditor Agreement, dated as of June 28, 2001, among Renaissance
           US Growth & Income Trust PLC, BFSUS Special Opportunities Trust PLC,
           and the other debenture holders who are signatories to this
           Agreement.

10(i)(1)   Lock-Up Agreement, dated June 28, 2001, by and among Renaissance US
           Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC,
           as lenders, and Renaissance Capital Group, Inc., as agent, and John
           Roblin [incorporated by reference to Exhibit 10(s)(1) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

10(i)(2)   Lock-Up Agreement, dated June 28, 2001 by and among Renaissance US
           Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC,
           as lenders, and Renaissance Capital Group, Inc., as agent, and
           Maryanne Z. Gallagher [incorporated by reference to Exhibit 10(s)(2)
           to the Registrant's Form 8-K (Commission File No. 0-13124) filed on
           July 11, 2001].

10(i)(3)   Lock-Up Agreement, dated June 28, 2001, by and among Renaissance US
           Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC,
           as lenders, and Renaissance Capital Group, Inc., as agent, and Frank
           R. Orzell [incorporated by reference to Exhibit 10(s)(3) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

<PAGE>

10(i)(4)   Lock-Up Agreement, dated June 28, 2001 by and among Renaissance US
           Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC,
           as lenders, and Renaissance Capital Group, Inc., as agent, and Ann F.
           Massey [incorporated by reference to Exhibit 10(s)(4) to the
           Registrant's Form 8-K (Commission File No. 0-13124) filed on July 11,
           2001].

10(i)(5)   First Amendment to Convertible Loan Agreements, dated as of March 30,
           2002, by and among the Company, Renaissance US Growth & Income Trust
           PLC, BFSUS Special Opportunities Trust PLC and Renaissance Capital
           Group, Inc. [incorporated by reference to Exhibit 10(l)(10) to the
           Registrant's Quarterly Report on Form 10-Q (Commission File No.
           0-13124) filed on May 13, 2002].

10(i)(6)   Form of Warrant issued by the Company to each of the holders under
           the Convertible Loan Agreements [incorporated by reference to Exhibit
           10(l)(11) to the Registrant's Quarterly Report on Form 10-Q
           (Commission File No. 0-13124) filed on May 13, 2002].

10(i)(7)   Second Amendment to the Convertible Loan Agreements and First
           Amendment to Intercreditor Agreement, dated as of August 21, 2002, by
           and among the Company, Renaissance US Growth & Income Trust PLC, a
           public limited company registered in England and Wales, BFSUS Special
           Opportunities Trust PLC, a public limited company registered in
           England and Wales, as lenders, and Renaissance Capital Group, Inc., a
           Texas corporation, as agent [incorporated by reference to Exhibit
           10(o)(1) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on August 23, 2002].

10(i)(8)   First Amendment to 8.00% Convertible Debentures, dated as of August
           21, 2002, by and among the Company, Renaissance US Growth & Income
           Trust PLC, a public limited company registered in England and Wales,
           BFSUS Special Opportunities Trust PLC, a public limited company
           registered in England and Wales, as lenders, and Renaissance Capital
           Group, Inc., a Texas corporation, as agent, and John Roblin, Arnold
           Schumsky and Stuart Sternberg, as additional lenders, and Stuart
           Sternberg, as agent for the additional lenders [incorporated by
           reference to Exhibit 10(o)(2) to the Registrant's Form 8-K
           (Commission File No. 0-13124) filed on August 23, 2002].

10(i)(9)   Form of 8.00% Convertible Debentures, dated August 21, 2002, issued
           by the Registrant to Renaissance US Growth & Income Trust PLC and
           BFSUS Special Opportunities Trust PLC [incorporated by reference to
           Exhibit 10(o)(3) to the Registrant's Form 8-K (Commission File No.
           0-13124) filed on August 23, 2002].

10(i)(10)  Acknowledgment, Agreement and Reaffirmation of Guarantors, dated as
           of August 21, 2002, by Cover-All Systems, Inc. in favor of
           Renaissance US Growth & Income Trust PLC and BFSUS Special
           Opportunities Trust PLC [incorporated by reference to Exhibit
           10(o)(4) to the Registrant's Form 8-K (Commission File No. 0-13124)
           filed on August 23, 2002].

10(i)(11)  First Amendment to 8.00% Convertible Debentures Due 2009 and Second
           Amendment to 8.00% Convertible Debentures Due 2008, dated as of June
           29, 2004 [incorporated by reference to Exhibit 10(i)(11) to the
           Registrant's Quarterly Report on Form 10-Q (Commission File No.
           0-13124) filed on August 16, 2004].

10(i)(12)  Third Amendment to the Convertible Loan Agreements, dated as of June
           29, 2004, by and among the Company, Renaissance US Growth & Income
           Trust PLC, BFSUS Special Opportunities Trust PLC and Renaissance
           Capital Group, Inc. [incorporated by reference to Exhibit 10(i)(12)
           to the Registrant's Quarterly Report on Form 10-Q (Commission File
           No. 0-13124) filed on August 16, 2004].

10(i)(13)  Form of Revised 8.00% Convertible Debenture Due 2008 [incorporated by
           reference to Exhibit 10(i)(13) to the Registrant's Quarterly Report
           on Form 10-Q (Commission File No. 0-13124) filed on August 16, 2004].

10(i)(14)  Form of Revised 8.00% Convertible Debenture Due 2009 [incorporated by
           reference to Exhibit 10(i)(14) to the Registrant's Quarterly Report
           on Form 10-Q (Commission File No. 0-13124) filed on August 16, 2004].

21         Subsidiaries of the Registrant [incorporated by reference to Exhibit
           21 to the Registrant's 10-K (Commission File No. 0-13124) filed on
           April 11, 1996].

23         Consent of Moore Stephens, P.C.

*31.1      Certification of John Roblin, President and Chief Executive Officer,
           pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14, as
           adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2      Certification of Ann F. Massey, Chief Financial Officer, pursuant to
           Securities Exchange Act Rules 13a-14(a) and 15d-14, as adopted
           pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

<PAGE>

*32.1      Certification of President and Chief Executive Officer 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 Chief Financial Officer pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002.

-----------------------------------------

*    Filed herewith
**   Previously filed

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to our Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2003 to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   COVER-ALL TECHNOLOGIES INC.


Date:  August 17, 2004             By: /s/ John W. Roblin
                                      ------------------------------------------
                                       John W. Roblin
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
<S>                                                                           <C>

         SIGNATURES                         TITLE                                    DATE
         ----------                         -----                                    ----

/s/ John W. Roblin             Chairman of the Board, President                 August 17, 2004
--------------------------     and Chief Executive Officer
John W. Roblin                 (Principal Executive Officer)

 /s/ Ann F. Massey             Chief Financial Officer, Controller and          August 17, 2004
--------------------------     Secretary (Principal Financial Officer and
 Ann F. Massey                 Principal Accounting Officer)

 /s/ Russell Cleveland         Director                                         August 17, 2004
--------------------------
 Russell Cleveland

 /s/ Earl Gallegos             Director                                         August 17, 2004
--------------------------
 Earl Gallegos

 /s/ Mark D. Johnston          Director                                         August 17, 2004
--------------------------
 Mark D.  Johnston

 /s/ Robert A. Marshall        Director                                         August 17, 2004
--------------------------
 Robert A. Marshall
</TABLE>

<PAGE>

                                  EXHIBIT INDEX



   Exhibit No.                        Description of Exhibits
   -----------                        -----------------------

     10(g)(8)      Security Agreement, dated as of June 28, 2001, among the
                   Registrant, Renaissance US Growth & Income Trust PLC, BFSUS
                   Special Opportunities Trust PLC and Renaissance Capital
                   Group, Inc.

     10(g)(9)      Subsidiary Security Agreement, dated as of June 28, 2001,
                   among Cover-All Systems, Inc. and Renaissance US Growth &
                   Income Trust PLC, BFSUS Special Opportunities Trust PLC and
                   Renaissance Capital Group, Inc.

     10(h)(8)      Security Agreement, dated as of June 28, 2001, among the
                   Company, John Roblin, Arnold Schumsky and Stuart Sternberg.

     10(h)(9)      Subsidiary Security Agreement, dated as of June 28, 2001,
                   among Cover-All Systems, Inc. and John Roblin, Arnold
                   Schumsky and Stuart Sternberg.

    10(h)(13)      Intercreditor Agreement, dated as of June 28, 2001, among
                   Renaissance US Growth & Income Trust PLC, BFSUS Special
                   Opportunities Trust PLC, and the other debenture holders who
                   are signatories to this Agreement.

        31.1       Certification of John Roblin, President and Chief Executive
                   Officer, pursuant to Securities Exchange Act Rules 13a-14(a)
                   and 15d-14, as adopted pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002.

        31.2       Certification of Ann F. Massey, Chief Financial Officer,
                   pursuant to Securities Exchange Act Rules 13a-14(a) and
                   15d-14, as adopted pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002.

        32.1       Certification of President and Chief Executive Officer
                   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 Chief Financial Officer pursuant to 18
                   U.S.C. Section 1350, as adopted pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.