Results of Operations and Financial Condition.

On August 14, 2012, Cover-All Technologies Inc. issued a press release announcing its financial results for the quarter ended June 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished in this section of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 17, 2012, Cover-All Technologies Inc. (the "Company") issued a promissory note (the "Note"), in the aggregate principal amount of $400,000, to John W. Roblin, the Company's Chairman and Chief Executive Officer. The Note bears interest at a rate equal to 9% per annum and is repayable by the Company upon the earlier the Company receives a payment from a certain customer of the Company in the amount of $896,000 due October 31, 2012 or sooner. The Company may prepay the Note in whole or in part at any time without premium or penalty.
All payments and prepayments will be first applied to interest and the balance to principal.

The description of the Note furnished pursuant to this Item is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01.