1237806v3
                                   FORM 10-Q
                            _______________________
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

        (Mark One)
        [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the period ended March 31, 2000

                                       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: 0-22162

                         SIMIONE CENTRAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                     22-3209241
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

6600 Powers Ferry Road                                       30339
Atlanta, Georgia                                            (zip code)
(Address of principal
executive offices)

(Registrant's telephone number, including area code)        (770) 644-6700


                                N/A
(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  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date:

                                             Outstanding at
     Class                                   4/30/2000
     -----                                   ---------
     Common Stock, $.001 par value           3,853,305 shares

<PAGE>

                         SIMIONE CENTRAL HOLDINGS, INC.

                         QUARTERLY REPORT ON FORM 10-Q

                                     INDEX


PART I.   FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheets - March 31, 2000  (unaudited) and December
          31, 1999 (audited).

          Consolidated  Statements  of Operations - Three Months Ended March 31,
          2000 and 1999 (unaudited).

          Consolidated  Statements of Shareholders'  Equity - Three Months Ended
          March 31, 2000 (unaudited).

          Consolidated  Statements  of Cash Flows - Three Months Ended March 31,
          2000 and 1999 (unaudited).

          Notes  to   Consolidated   Financial   Statements  -  March  31,  2000
          (unaudited).

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


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Changes in Securities

Item 3.   Defaults Upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security Holders

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K




                                   SIGNATURES
                                   ----------


                                       2
<PAGE>

                         SIMIONE CENTRAL HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

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

                                                                                 March 31,            December 31,
                                                                             ------------------    -------------------
                                                                                   2000                   1999
                                                                             ------------------    -------------------
                                                                                (unaudited)            (audited)

                                            ASSETS

 Current assets:
        Cash and cash equivalents                                               $    2,028,000          $      47,000
        Accounts receivable, net of allowance for
          doubtful accounts of $237,000 and $166,000
          respectively                                                               9,387,000              4,329,000
        Prepaid expenses, inventory and other
          current assets                                                             1,042,000                273,000
                                                                             ------------------    -------------------
          Total current assets                                                      12,457,000              4,649,000

Purchased software, furniture and equipment, net                                     2,368,000                920,000
Intangible assets, net                                                              26,508,000                      -
Other assets                                                                           156,000              1,127,000
                                                                             ------------------    -------------------
          Total assets                                                          $   41,489,000          $   6,696,000
                                                                             ==================    ===================


                             LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
        Line of credit                                                          $    2,480,000          $           -
        Note payable                                                                   250,000                      -
        Accounts payable                                                             3,338,000              1,137,000
        Accrued compensation expense                                                   929,000                393,000
        Accrued liabilities                                                          6,754,000              1,334,000
        Customer deposits                                                            1,653,000                419,000
        Unearned revenues                                                            5,289,000              2,908,000
                                                                             ------------------    -------------------
          Total current liabilities                                                 20,693,000              6,191,000

Accrued liabilities, less current portion                                            1,021,000                      -

Notes payable long-term                                                                500,000                      -

Commitments and contingencies

Shareholders' equity:
        Preferred stock (Simione):
            Series B, $.001 par value, 10,000,000 authorized, 5,600,000
              issued and outstanding                                                     5,000
            Series C, $.001 par value, 10,000,000 authorized, 850,000
              issued and outstanding                                                     1,000                      -
            Common stock, $.001 par value; 20,000,000 shares
              authorized, 3,853,000 shares issued and outstanding
              at March 31, 2000, and 1,490,000 shares issued and
              outstanding at December 31, 1999;                                          4,000                  1,000

        Additional paid-in capital                                                  20,071,000              1,260,000
        Stock warrants                                                               1,000,000                      -
        Accumulated deficit                                                         (1,806,000)              (756,000)
                                                                             ------------------    -------------------
          Total shareholders' equity                                                19,275,000                505,000
                                                                             ------------------    -------------------
          Total liabilities and shareholders' equity                            $   41,489,000          $   6,696,000
                                                                             ==================    ===================
</TABLE>

See notes to consolidated  financial statements.

The above  financial  statements  reflect the fact that for accounting  purposes
MCS, Inc. is deemed to have acquired Simione Central Holdings,  Inc. on March 7,
2000,  the date of the merger,  as more fully  explained in Notes 1 and 2 to the
Consolidated Financial Statements.



                                       3
<PAGE>
                         SIMIONE CENTRAL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                   <C>

                                                                 Three Months Ended March 31,
                                                      -------------------------------------------
                                                             2000                    1999
                                                      -------------------      ------------------

Net revenues:                                           $      4,000,000         $     4,041,000

Costs and expenses:
    Cost of revenues                                           2,547,000               2,407,000
    Selling, general and administrative                        1,879,000               1,109,000
    Research and development                                     711,000                 396,000
                                                      -------------------      ------------------
         Total costs and expenses                              5,137,000               3,912,000
                                                      -------------------      ------------------
    (Loss) income from operations                             (1,137,000)                129,000

Other (expense) income :
    Other (expense) income                                        (6,000)                      -
    Interest expense                                             (76,000)                      -
    Interest and other income                                     12,000                   9,000
                                                      -------------------      ------------------
Net (loss)  income before taxes                               (1,207,000)                138,000
                                                      -------------------      ------------------
    Income tax expense (benefit)                                (157,000)                 54,000
                                                      -------------------      ------------------
Net  (loss) income from continuing operations                 (1,050,000)                 84,000
                                                      -------------------      ------------------
Discontinued operation
    Income from operations of discontinued
         segment before taxes                                          -                 128,000

    Applicable tax expense                                             -                  51,000

Net income from operations of discontinued
     segment                                                           -                  77,000
                                                      -------------------      ------------------
Net  (loss) income                                      $     (1,050,000)        $       161,000
                                                      ===================      ==================
Net loss per share - basic and diluted
    From continuing operations                          $           0.50        $           0.06
                                                      ===================      ==================
Weighted average common shares -
    basic and diluted                                          2,113,000               1,490,000
                                                      ===================      ==================
Net (loss) income per share - basic and diluted
    From discontinued operations                        $              -         $          0.05
                                                      ===================      ==================
Weighted average common shares -
    basic and diluted                                          2,113,000               1,490,000
                                                      ===================      ==================
Net (loss) income per share - basic and diluted
    From discontinued operations                        $           0.50        $           0.11
                                                      ===================      ==================
Weighted average common shares -
    basic and diluted                                          2,113,000               1,490,000
                                                      ===================      ==================
</TABLE>
See notes to consolidated  financial statements.

The above  financial  statements  reflect the fact that for accounting  purposes
MCS, Inc. is deemed to have acquired Simione Central Holdings,  Inc. on March 7,
2000,  the date of the merger,  as more fully  explained in Notes 1 and 2 to the
Consolidated Financial Statements.

The weighted average shares  computations have been recast to give effect to the
shares of Simione common stock issued to MCS stockholders in connection with the
MCS merger for both  periods  shown,  as more fully  described  in Note 1 to the
Consolidated Financial Statements.


                                       4
<PAGE>
<TABLE>
<CAPTION>
                         SIMIONE CENTRAL HOLDINGS, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                    For the three months ended March 31, 2000

<S>                     <C>        <C>          <C>      <C>         <C>            <C>       <C>           <C>
                                                                       Additional                              Total
                                      Common               Preferred    Paid-in                Accumulated  Shareholders'
                         Shares       Stock      Shares     Stock       Capital      Warrants    Deficit       Equity
                         --------   ----------  ---------  ---------   -----------   ---------  ----------  ------------

Balance at
December 31, 1999          1,000    $   1,000          -  $      -    $ 1,260,000              $  (756,000)    505,000

MCS, Inc. shares
eliminated in merger      (1,000)      (1,000)                                                                  (1,000)

Simione Central
Holdings Inc.
Shares post merger,
$.001 par value         3,853,000       4,000          -          -    19,211,000    1,000,000              20,215,000

Issuance of $.001 par
value preferred
stock in connection
with merger:                                -   6,450,000     6,000                                     -        6,000
Series B, 5,600,000            -
shares
Series C, 850,000
shares


Net loss                       -            -          -          -             -           -   (1,050,000) (1,050,000)
                         ---------  ----------  ---------  ---------   -----------  ---------  -----------  -----------
Balance at
March 31, 2000           3,853,000  $   4,000   6,450,000  $  6,000    20,471,000   1,000,000  $(1,806,000) 19,675,000
                         =========  ==========  =========  =========   ===========  =========  ============ ===========
</TABLE>





See notes to consolidated  financial statements.

The above  financial  statements  reflect the fact that for accounting  purposes
MCS, Inc. is deemed to have acquired Simione Central Holdings,  Inc. on March 7,
2000,  the date of the merger,  as more fully  explained in Notes 1 and 2 to the
Consolidated Financial Statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>
                         SIMIONE CENTRAL HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                                                Three Months ended March 31,
                                                            --------------------------------------
                                                              2000                  1999
                                                            --------------   -------------------
<S>                                                          <C>                 <C>
Cash flows from operating activities:
Net loss                                                      $ (1,050,000)      $     161,000

Adjustments to reconcile net loss
to net cash (used in) provided by operating activities:
  Provision for doubtful accounts                                   71,000                   -
  Amortization and depreciation                                    426,000              56,000

Changes in assets and liabilities, net of acquisitions:
  Accounts receivable                                           (1,364,000)            422,000
  Prepaid expenses and other current assets                       (182,000)           (241,000)
  Accounts payable                                                 172,000              36,000
  Accrued compensation expense                                     225,000            (364,000)
  Accrued liabilities                                             (830,000)            170,000
  Customer deposits                                                105,000            (127,000)
  Unearned revenues                                              1,015,000             (65,000)
                                                            --------------           ------------
       Net cash (used in) provided by operating activities      (1,412,000)             48,000
                                                            --------------           ------------

  Cash flows from investing activities:
  Acquisition of Simione (net of cash acquired)                (12,148,000)                 --
  Net cash acquired in the reverse merger                        3,547,000                  --
  Purchase of software, furniture and equipment                   (161,000)            (45,000)
                                                            --------------           ------------
       Net cash used in investing activities                    (8,762,000)            (45,000)
                                                            --------------           ------------

  Cash flows from financing activities:
  Equity issued in Simione/MCS merger                           12,148,000                  --
  Capital contribution from former parent                             --                 3,000
  Proceeds from issuance of notes payable                            7,000                  --
                                                            --------------           ------------
       Net cash provided by (used in) financing activities      12,155,000               3,000
                                                            --------------           ------------
       Net increase in cash and cash equivalents                 1,981,000               6,000

  Cash and cash equivalents, beginning of period                    47,000              60,000
                                                            --------------           ------------
  Cash and cash equivalents, end of period                 $     2,028,000           $  66,000
                                                            ==============           ============
</TABLE>

See notes to consolidated  financial statements.

The above  financial  statements  reflect the fact that for accounting  purposes
MCS, Inc. is deemed to have acquired Simione Central Holdings,  Inc. on March 7,
2000,  the date of the merger,  as more fully  explained in Notes 1 and 2 to the
Consolidated Financial Statements.


                                       6
<PAGE>
                         SIMIONE CENTRAL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                  (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MCS as Deemed Acquirer of Simione Central Holdings, Inc.
--------------------------------------------------------

     On March 7, 2000,  Simione Central  holdings,  Inc.  ("SCHI") and MCS, Inc.
("MCS")  merged in a  transaction  accounted  for as a reverse  acquisition  for
financial  reporting purposes.  In connection with the acquisition,  SCHI issued
1,489,853 shares of its common stock in exchange for all the outstanding  common
stock of MCS, and thereby,  the former  shareholders of MCS acquired  control of
SCHI.  As a  result,  MCS  is  considered  the  acquiring  company;  hence,  the
historical   financial   statements  of  MCS  became  the  historical  financial
statements  of SCHI and include the results of  operations of SCHI only from the
effective acquisition date.

     The weighted  average  common shares for the three month period ended March
31, 2000 are recast in the accompanying Consolidated Statements of Operations to
give effect to the 1,489,853  shares of Simione common stock that were issued to
the MCS shareholders  pursuant to the Simione/MCS merger that closed on March 7,
2000.  For the period from  January 1, 2000  through  March 6, 2000,  there were
1,489,853  shares of issued and  outstanding  Simione  common stock deemed to be
owned by the MCS shareholders and from the period of March 7, 2000 through March
31, 2000,  there were 3,853,305 total shares of issued and  outstanding  Company
common stock  (after  giving  effect to the  Simione/MCS  merger).  The weighted
average  shares for the three month  period ended March 31, 1999 are also recast
to give effect to the 1,489,853  shares of Simione common stock that were issued
to the MCS shareholders pursuant to the Simione/MCS merger.


Basis of Presentation
---------------------

     The  consolidated  financial  statements have been prepared by the Company,
include the parent company and its wholly owned subsidiaries,  and are unaudited
(except for the December 31, 1999 balance sheet).  In the opinion of management,
all  adjustments  (which  consist of normal  recurring  adjustments)  considered
necessary for a fair presentation have been included.  All intercompany balances
and  transactions  have been  eliminated.  Interim  results are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2000.

     Certain financial information and footnote disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  These financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
as of December  31, 1999  appearing  in the  Company's  Report on Form 8-K filed
coincident herewith .

     Certain prior period amounts have been  reclassified to conform to the 2000
financial statement presentation.

Description of Business
-----------------------

     The  Company is a leading  provider  of  integrated  systems  and  services
designed to enable home health care providers to more effectively  operate their
businesses  and  compete  in the  prospective  payment  (PPS) and  managed  care
environments.  The Company offers several  comprehensive  and flexible  software
solutions,  each of which provide a core platform of software  applications  and
which incorporate  selected  specialized modules based on customer demand. These
software  solutions  are  designed to enable  customers  to generate and utilize
comprehensive  financial,  operational and clinical information.  In addition to
its software solutions and related software support services, the Company's home
health care consulting services assist providers in addressing the challenges of
reducing costs, maintaining quality,  streamlining operations and re-engineering
organizational  structures,  as well as assisting with regulatory compliance and
merger and  acquisition due diligence.  The Company also provides  comprehensive
agency support  services which include  administrative,  billing and collection,
training, reimbursement and financial management services, among others.


                                       7
<PAGE>
Management Estimates
--------------------

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  as well as the  reported  amounts  of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Revenue Recognition
-------------------

     In 1998,  the Company  adopted the American  Institute of Certified  Public
Accountants  ("AICPA")  Statement of Position  ("SOP") 97-2,  "Software  Revenue
Recognition,"  which  supersedes  SOP 91-1  and is  effective  for  transactions
entered  into for fiscal years  beginning  after  December 31, 1997.  While some
principles  remain the same,  there are several key differences  between the two
pronouncements,  including accounting for multiple element  arrangements.  Under
SOP 97-2, the Company  recognizes  software  license  revenue when the following
criteria are met: (1) a signed and executed  contract is obtained;  (2) shipment
has occurred;  (3) the license fee is fixed and determinable;  (4) collection is
probable;  and  (5)  remaining  obligations  under  the  license  agreement  are
immaterial.  The Company sells and invoices  software  licenses and  maintenance
fees  as  separate  contract  elements,   except  with  respect  to  first  year
maintenance  for the  Mestamed  product  which is sold in the form of a  bundled
turnkey system. Prices net of discounts are separately identified at the time of
sale for each element.  The Company has established  vendor  specific  objective
evidence related to the value of maintenance fees. The Company uses the residual
value  method to  allocate  between  licenses  and first year  maintenance.  The
adoption of SOP 97-2 did not have a material  impact on the Company's  financial
statements.

     Revenues are derived from the licensing and sub licensing of software,  the
sale of computer  hardware,  professional  and  technical  consulting  services,
implementation and training services, software maintenance and support services,
outsourcing  services,  as  well  as  home  health  care  management  consulting
services.  Outsourcing services are provided under contractual arrangements with
terms typically ranging from three to five years.

     To the extent  that  software  and  services  revenues  result  from shared
resource information management, software support, implementation,  training and
technical  consulting  services,  such  revenues are  recognized  monthly as the
related services are rendered or, for software support  revenues,  over the term
of the related  agreement.  To the extent that  software and  services  revenues
result from  software  licenses,  computer  hardware  and  third-party  software
revenues,  such revenues are recognized when the related  products are delivered
and  collectibility  of fees is  determined  to be  probable,  provided  that no
significant  obligation  remains under the contract.  Limited amounts of revenue
derived from the sale of software licenses requiring significant modification or
customization are recorded based upon percentage of completion using labor hours
or contract  milestones.  Software  support or  maintenance,  allow customers to
receive  unspecified  enhancements  and  regulatory  data updates in addition to
telephone  support.   Agency  support  and  consulting   services  revenues  are
recognized monthly as the related services are performed.

     Revenues for post-contract customer support are recognized ratably over the
term of the support period,  which is typically one year. Post contract customer
support fees typically cover incremental product enhancements, "bug fixes", etc.
Separate fees are charged for new modules,  additional  users, and migrations to
different operating system platforms.

     Subsequent to system shipment, the Company frequently delivers a variety of
add-on  software  and  hardware  components.   Revenues  from  these  sales  are
recognized upon shipment.

     In addition to software  licenses,  software  maintenance and support,  and
related hardware,  the Company also provides computer based training CD-ROMs and
a number of ancillary  services  including on site  implementation and training,
consulting and "premium" and  after-hours  support.  Revenues from such products
and services are  recognized  monthly as such  products are  delivered  and such
services are performed.

     Unbilled  receivables  typically represent revenues from ancillary services
performed  and earned in the  current  period but not  billed  until  subsequent
periods, usually within one month.


                                       8
<PAGE>
Property And Equipment
----------------------

     Property and equipment are carried at cost.  Depreciation  and amortization
are computed using the  straight-line  method over the estimated useful lives of
the  assets.  When  assets are retired or  otherwise  disposed  of, the cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in income for the period.


Software Development Expenses
-----------------------------

     SFAS No. 86 requires that software development costs incurred subsequent to
the  establishment of technological  feasibility for the product be capitalized.
The Company  has no  capitalized  development  costs as of March 31, 2000 except
those  developed  technologies  capitalized in connection  with the  Simione/MCS
merger on March 7, 2000 as more fully described in Note 5.


Concentrations and Major Customers
----------------------------------

     The  Company  sells its systems and  services to various  companies  in the
health care industry.  The Company  performs  ongoing credit  evaluations of its
customers'  financial condition and, generally,  requires no collateral from its
customers.  Current  operations  are  charged  with an  allowance  for  doubtful
accounts based upon  experience and any unusual  circumstances  which affect the
collectibility of receivables.  Amounts deemed uncollectible are charged against
this allowance.

Cash Equivalents
----------------

     All highly liquid investments  purchased with an original maturity of three
months or less are considered to be cash equivalents.

Purchased Software, Furniture and Equipment
-------------------------------------------

     Purchased software, furniture and equipment is stated at cost. Depreciation
is calculated for financial  reporting  purposes using the straight-line  method
over the estimated useful lives (ranging from one to ten years) of the assets or
lease term, whichever is shorter.

Intangible Assets and Long-Lived Assets
---------------------------------------

     Statement of Financial  Accounting  Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of"  requires  impairment  losses to be  recorded on  long-lived  assets used in
operations when indicators of impairment are present and the  undiscounted  cash
flows  estimated  to be  generated  by those  assets  are less than the  asset's
carrying  amount.  SFAS No. 121 also  addresses the  accounting  for  long-lived
assets that are expected to be disposed of.

     The intangible assets,  arising from the Simione/MCS  merger, are amortized
using the  straight-line  method over the estimated  useful lives of the related
assets as more fully disclosed in Note 5. The Company reviews its long-lived and
intangible  assets for impairment  whenever  events or changes in  circumstances
indicate that the carrying  amount may not be  recoverable.  The  measurement of
possible  impairment is based upon determining  whether  projected  undiscounted
future cash flow from the use of the asset is less than the  carrying  amount of
the asset.


                                       9
<PAGE>

Income Taxes
------------

     The Company  accounts  for income  taxes using the asset/liability  method
which  requires  recognition  of  deferred  tax  liabilities  and assets for the
expected future tax consequences of temporary  differences between the financial
statement carrying amount and the tax bases of assets and liabilities.

Net Loss Per Share
------------------

     In 1997, the Company  adopted SFAS No. 128,  "Earnings Per Share." SFAS No.
128 replaced the  calculation  of primary and fully  diluted  earnings per share
with basic and diluted  earnings per share.  Unlike primary  earnings per share,
basic earnings per share excludes any dilutive effects of options,  warrants and
convertible  securities.  Diluted  earnings  per share are very  similar  to the
previously  reported fully diluted earnings per share. Per share amounts for all
periods have been presented in conformity with SFAS No. 128 requirements.

Stock Based Compensation
------------------------

     Stock options are accounted for under  Accounting  Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.

Fair Value of Financial Instruments
-----------------------------------

     The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating its fair value disclosures for financial instruments:

     Cash and cash  equivalents:  The carrying  amounts  reported in the balance
sheet for cash and cash equivalents approximate their fair value.

     Notes  payable:  The  carrying  amounts  of  the  Company's  notes  payable
approximates their fair value.

Recently Adopted Accounting Standards
-------------------------------------

     In 1998,  the  Financial  Accounting  Standards  Board  issued SFAS No. 133
"Accounting for Derivative  Instruments and Hedging Activities." SFAS No. 133 is
effective for the Company's first quarter of the fiscal year ending December 31,
2001.  The Company's  management  does not believe that the adoption of SFAS No.
133 will have a material impact on the Company's  financial  position or results
of operations.

Discontinued Operations
-----------------------

     The discounted  operations  reported in the Company's results of operations
for the three months ended March 31, 1999 related to MCS's  Profitworks  segment
which was distributed to Mestek on September 1, 1999.


NOTE 2 - MERGER

     On March 7, 2000, MCS completed the merger with Simione  Central  Holdings,
Inc. (Simione).  Simione issued approximately 1.5 million shares of common stock
to MCS stockholders in exchange for all of the outstanding  shares of MCS common
stock. This number of shares has been adjusted to reflect a one-for-five reverse
stock split that was completed  immediately  prior to the merger.  In connection
with the  closing  of the  merger,  Mestek  invested  $6  million  in Simione in
exchange  for 5.6  million  shares of Series B preferred  stock and  warrants to
purchase 400,000 shares of Simione common stock.  Additional  information on the
merger is included in Simione's Registration Statement on Form S-4 (Registration
No. 333-96529).


                                       10
<PAGE>

     Pro-forma  un-audited  results assuming the merger took place as of January
1, 1999, and further  assuming that the acquisition of CareCentric by Simione on
August 12, 1999 took place on January 1, 1999, are as follows:


                                        For Three Months Ended March 31,
                                        --------------------------------
                                        2000                     1999
                                        ----                     ----
Net revenues                           $  8,011,000         $ 13,996,000
Net income (loss)                      $ (2,445,000)        $   (596,000)
Net income (loss) per share - basic    $      (0.63)        $      (0.15)
Net income (loss) per share - diluted  $      (0.63)        $      (0.15)


NOTE 3 - INVENTORIES

     Inventories  consist  principally of computer equipment held for resale and
related  operating system licenses.  Inventories are valued at the lower of cost
or market.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                                   DEPRECIATION
                                   March 31,      DECEMBER 31,     ESTIMATED
                                    2000            1999           USEFUL LIVES
                                    ----            ----           ------------

     Furniture and Fixtures        $1,475,000       $315,000       10 years
     Computer equipment             5,807,000      1,483,000       5 years
                                   ----------      ---------       -------------
                                    7,282,000      1,798,000

     Accumulated depreciation      (4,914,000)      (878,000)
                                   -----------     ----------
                                   $2,368,000       $920,000
                                   ===========     ==========


NOTE 5 - INTANGIBLE ASSETS

Intangible assets at March 31, 2000 consisted of the following:


                                     Accumulated                    Amortization
                        Cost         Amortization   Net Book Value  Period
                        ----         ------------   --------------  ------
Developed technology    $10,650,000  ($104,000)     $10,546,000     8 years
Assembled workforce       2,300,000    (38,000)       2,262,000     5 years
Customer Base             1,700,000    (16,000)       1,684,000     9 years
Goodwill                 12,151,000   (136,000)      12,016,000     7 years
                        ---------------------------------------
     Total              $26,801,000  ($294,000)     $26,508,000

     Amortization of the above  intangible  assets will reduce  operating income
(or increase operating losses) by approximately $3.1 million in the year 2000.


                                       11
<PAGE>

NOTE 6 - INCOME TAXES

     At December 31, 1999,  Simione  Central  Holdings,  Inc. has  approximately
$15.3  million of net  operating  losses for income tax  purposes  available  to
offset future taxable  income.  Such losses expire  beginning in 2010 and may be
subject to certain limitations arise from the change in ownership resulting from
the merger on March 7, 2000. A valuation allowance reducing the net deferred tax
assets to zero has been recorded  based on  management's  assessment  that it is
"more  likely  than  not"  that  this net  asset is not  realizable  as of March
31,2000.

     The  Company's  actual  income tax expense  (benefit)  for the three months
ended March 7, 2000 differs from the "expected" amount (computed by applying the
US Federal corporate income tax rate of 35% to the loss before income taxes) due
to the fact that the portion of the loss arising  after March 7, 2000,  the date
of the Simione/MCS merger, can not be assured of generating a federal income tax
benefit in the future.


NOTE 7 - NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS

                                      March 31, 2000          December 31, 1999
                                      --------------          -----------------
Short Term:
Note Payable - David O. Ellis             $250,000
Loan and Security Agreement            $ 2,480,000                   -
                                      ==============

Long Term:
Notes Payable - Barrett C. O'Donnell   $   750,000                   -
                                      ==============

     On September 9, 1999, Simione Central Holdings, Inc. (Simione) entered into
a $5 million Loan and Security Agreement (Line of Credit) with a commercial bank
under  which   substantially  all  of  its  assets  were  pledged  as  security.
Availability  under the Line of Credit  was based  upon a  mathematical  formula
applied to trade receivables. When the Simione/MCS merger was completed on March
7, 2000, the Company  succeeded to the  obligations of Simione under the Line of
Credit and substantially all of the Company's assets are pledged as security for
the Line of Credit. Unused availability under the Line of Credit was $778,000 at
March 31, 2000.  Borrowings  under the Line of Credit  accrue  interest at prime
plus 2. On April 13, 2000, the Company  executed a Loan  Modification  Agreement
relative  to the Line of Credit  which  requires  the  Company  to limit its net
losses to certain amounts for each quarterly period in the year 2000 and further
requires the Company to obtain not less than  $3,000,000 in  additional  capital
prior to June 15, 2000.

     On November 11, 1999, Simione Central Holdings, Inc. borrowed $500,000 from
Barrett C.  O'Donnell  and  $250,000  from David O. Ellis,  both on an unsecured
basis,  and  executed  promissory  notes  in  connection  therewith.   When  the
Simione/MCS  merger was  completed  on March 7, 2000,  the Company  succeeded to
these  obligations.  The Note Payable to Mr.  O'Donnell  bears interest at 9.0%,
matures on May 11, 2002,  and is subject to certain other  provisions.  The note
payable to Dr. Ellis bears interest at 9.0%,  matures on August 15, 2000, and is
also  subject to certain  other  provisions.  Dr.  Ellis and Mr.  O'Donnell  are
directors of the Company.

     The  Company  is  obligated  under a number of  capital  lease  obligations
originally  entered into by Simione Central  Holdings,  Inc. related to computer
equipment  formerly used in Simione's  business.  (see Note 8 - Commitments  and
Contingencies).


                                       12
<PAGE>

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     In February 2000, NASDAQ informed Simione that the merger with MCS, Inc., a
wholly  owned  subsidiary  of Mestek,  Inc.,  was a change of control that would
require Simione to apply for a new listing on the NASDAQ market. The new listing
requirements included a bid price which was higher than the then quoted price on
the NASDAQ market. If the Company could not meet that requirement, among others,
for a new listing, the Company's stock would become delisted.  In response,  the
Company has filed an appeal with  NASDAQ,  for which a decision  from NASDAQ has
not yet been received,  and with shareholder approval,  completed a one for five
reverse stock split to effect a higher bid price. The Company  continues to work
with NASDAQ to meet the requirements to be listed on the NASDAQ SmallCap Market,
including  waiver of  certain  voting  rights  granted to Mestek on the Series B
Preferred Stock to comply with NASDAQ's  Voting Rights Policy.  The Company will
promptly  report any final  ruling from  NASDAQ on the listing of the  Company's
stock.

     The Company is engaged in various  other legal and  regulatory  proceedings
arising in the normal course of business which management believes will not have
a material adverse effect on its financial position or results of operations.

     The Company remains liable for certain  settlement  costs of  approximately
$1.4 million payable to IBM for the early  cancellation of the Company's service
agreement with IBM for services provided to a former customer of Simione Central
Holdings,  Inc. These costs are part of claims for  reimbursement  under a still
active  legal  dispute.  In  addition,  the Company may be liable for up to $1.0
million in related  fees for  services.  The  Company  does not expect  that the
resolution  of these  matters  will  have a  material  adverse  impact  upon its
financial condition or results of operations.


NOTE 9 - SEGMENT RESULTS

     The Company has two reportable  segments:  product related, and consulting.
The Company's product related segment sells  comprehensive and flexible software
solutions and services to enable home health care providers to more  effectively
operate their  businesses and compete in  prospective  payment (PPS) and managed
care environments.  The consulting segment assists home health care providers in
addressing the challenges of reducing costs,  maintaining quality,  streamlining
operations and re-engineering  organizational  structures,  as well as assisting
with  regulatory  compliance  and  assisting  with  merger and  acquisition  due
diligence.

     The Company evaluates  performance and allocates  resources based on profit
or loss  from  operations,  not  including  gains and  losses  on the  Company's
investment portfolio. The accounting policies of the reportable segments are the
same as those used for the  consolidated  financial  statements.  The  revenues,
operating losses and assets of the Company by business segment are as follows:

                                       13
<PAGE>


                                                  Three Months Ended
                                        March 31, 2000           March 31, 1999
                                        --------------           --------------
Revenues
     Product related                    $    3,534,000          $    4,041,000
     Consulting                                466,000                       -
                                        ---------------         ----------------
           Total                        $    4,000,000          $    4,041,000
                                        ===============         ================

Cost of sales
     Product related                    $    2,122,000          $    2,407,000
     Consulting                                425,000                       -
                                       ----------------         ----------------
          Total                         $    2,547,000          $    2,407,000
                                       ================         ================

Research and development
     Product Related                    $      711,000          $      396,000
                                       ================         ================

Depreciation and amortization
     Product Related                    $      389,000          $       56,000
     Consultation                       $       37,000                       -
                                       ----------------         ----------------
          Total                         $      426,000          $       56,000
                                       ================         ================

Net income (loss) from
Continuing Operations
     Product related                    $    (1,090,000)        $       84,000
     Consulting                                  40,000                      -
                                       -----------------        ----------------
          Total                         $    (1,050,000)        $       84,000
                                       =================        ================

Assets
     Product related                    $    37,120,000         $    6,696,000
     Consulting                               5,101,000                      -
                                        ----------------        ----------------
Total                                   $    42,221,000         $    6,696,000
                                       ================         ================


     The Net Income (Loss) from  continuing  operations  reported above has been
effected by non-cash depreciation and amortization changes as reported above.


NOTE 10 - SHAREHOLDERS' EQUITY

     Subsequent  to the  Simione/MCS  Merger  on March 7,  2000,  the  Company's
Shareholders'  Equity  (all on a  split  adjusted  basis)  is  comprised  of the
following:

     Common Shares - 20,000,000 shares  authorized,  $.001 par value,  3,853,305
shares issued and outstanding.  1,489,853 of such shares were issued on March 7,
2000 to the former MCS common  shareholders.  606,904 of such shares were issued
on March 7, 2000 to the former holders of Simione Central Holdings,  Inc. Series
A Preferred  Stock,  which shares were  converted  into Simione common shares in
connection with the merger.  If the value of the Company's common stock does not
equal $15.00 per share on or prior to December 31, 2000, the Company is required
to issue up to an additional  606,904 common shares to the former holders of the
Series  A  Preferred   Stock  to  the  extent  of  the  price   deficiency   or,
alternatively, to pay the cash equivalent.

     Series B Preferred Stock - 10,000,000  shares  authorized  $.001 per value,
5,600,000 shares issued. The Series B Preferred Shares are held by Mestek,  Inc.
and were issued in consideration of $6,000,000 paid to Simione Central Holdings,
Inc. on March 7, 2000,  in the form of cash and debt  forgiveness.  The Series B
Preferred  shares carry 2,240,000 common share votes (on a split adjusted basis)
and are  entitled to a 9%  cumulative  dividend,  among


                                       14
<PAGE>

other rights which are described in greater  detail in Appendix B to the Simione
Central Holdings, Inc.-MCS, Inc. Joint Proxy Statement issued in connection with
the merger.

     Series C Preferred Stock - 10,000,000 shares  authorized,  $.001 per value,
850,000 shares issued.  The Series C Preferred  Shares are held by Mestek,  Inc.
and resulted from the conversion of a  pre-existing  $850,000  convertible  note
payable to Mestek, Inc. The Series C Preferred Shares carry 170,000 common share
votes (on a split adjusted basis) and are entitled to an 11% cumulative dividend
among other  rights which are  described in greater  detail in Appendix F to the
Simione Central  Holdings,  Inc.-Mestek,  Inc. Joint Proxy  Statement  issued in
connection with the merger.

     Common  Stock  Warrants - In  connection  with the issuance of the Series B
Preferred Stock  described  below,  Mestek,  Inc.  received  warrants to acquire
400,000  Simione  Common Shares at a per share  exercise price equal to $10.875.
The  aforementioned  shares  and per share  prices  are all on a split  adjusted
basis.

     Stock  Options - The Company has  established  several  stock option plans,
under which the Company has granted  options to purchase an aggregate of 352,646
shares (on a split  adjusted  basis) of common stock as of May 5, 2000.  Options
granted under  Simione's 1997 Omnibus  Equity-based  Incentive Plan must have an
exercise price not less than the fair market value at the date of grant.  Of the
options granted, 56,885 were exercised prior to December 31, 1999 and 4,628 have
been cancelled as of May 5, 2000. Of the remaining 291,133 options,  258,528 are
vested  as of May 5, 2000 and  197,170  are  exercisable  as of that  date.  The
exercise prices range from $7.50 to $55.75, both on a split adjusted basis.

     In  connection  with the  Simione/MCS  merger on March 7, 2000,  Mestek was
granted a series of options to purchase a total of approximately  388,742 shares
of common stock (on a split adjusted basis).  These options are exercisable only
to the extent that  outstanding  Simione  options,  warrants or other conversion
rights are exercised. These options were designed to prevent dilution of Mestek,
Inc.'s ownership interest in the Company after the merger. As options,  warrants
and  other   common   rights  are   cancelled,   Mestek's   option   rights  are
correspondingly reduced.


NOTE 11 - RELATED PARTY TRANSACTIONS

     Gateway LLC, a company owned in part by a prior Chief Executive  Officer of
Simione Central Holdings,  Inc. (Simione) and another officer of Simione, leases
an office facility to the Company under the terms of an agreement, which expires
December  31,  2001.  Gateway LLC sold the lease to a  third party  in August of
1998.

     A  shareholder  and  executive  officer  of the  Company is a partner in an
entity that leases an office  facility to the Company  under an operating  lease
that  expires in December  2002.  Annual  rental  payments  under this lease are
approximately $136,000 per year through 2002.

     The Company has subleased  certain space to  Healthfield,  Inc. which has a
significant shareholder who was a former member of the board of directors of the
Company.

     Certain  relatives  of William  Simione,  Jr. and Robert  Simione  manage a
certified public accounting  business which performs services for the Company in
conjunction with services performed for customers of Simione.

     R. Bruce Dewey remains a Senior Vice  President of Mestek while  performing
his duties as Chief  Executive  Officer,  President and director of the Company.
Stephen M. Shea remains  Senior Vice  President  and CFO of Mestek,  Inc.  while
performing his duties as Chief Financial Officer of the Company. The Company has
two notes outstanding to directors. These notes are described at Note 7 to these
financial statements.


                                       15
<PAGE>
NOTE 12 - LICENSE AGREEMENTS

     The Company  licenses  certain  software  products  from third  parties for
incorporation  in, or other use  with,  its  products  and is  obligated  to pay
license fees in connection  with such  products.  The Company  sublicenses  such
products  to  its  customers   and  collects   fees  in  connection   with  such
sublicensees.


NOTE 13 - SUBSEQUENT EVENTS

     On May 17, 2000 the Company  announced  that it had  received a  commitment
from a  commercial  bank for a $6.0  million  line of credit  which the  Company
expects to use to replace its existing  commercial bank line of credit,  as more
fully  described in Note 7. It is expected that the new commercial  bank line of
credit will be guaranteed by Mestek,  Inc. The specific  terms and conditions of
the new line of credit have not been finalized as of May 18, 2000.

     On April 12, 2000 the Company received from John E. Reed,  Chairman and CEO
of Mestek,  Inc. a proposal  under  which Mr. Reed would  contribute  up to $7.0
million in new capital to the Company.  The Company expects that this investment
will take the form of $1.0  million of  convertible  preferred  stock and a $6.0
million line of credit in the form of convertible  notes. The specific terms and
conditions of the  agreements  and  instruments  necessary to the closing of the
convertible notes and the preferred stock issuance have not been finalized as of
May 18, 2000.

     Based on the foregoing,  the Company  believes that it will have sufficient
capital to meet its day to day working capital needs in the year 2000 as well as
fund its various product development initiatives during this period.


                                       16
<PAGE>
Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Certain  statements  set  forth  in  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations  constitute  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Act of 1934,  as amended,  and are
subject to the safe harbor created by such  sections.  When used in this report,
the words "believe", "anticipate", "estimate", "expect", and similar expressions
are  intended to  identify  forward-looking  statements.  The  Company's  future
financial performance could differ significantly from that set forth herein, and
from the  expectations  of  management.  Important  factors that could cause the
Company's financial  performance to differ materially from past results and from
those expressed in any forward looking statements  include,  without limitation,
the  inability  to close the  transactions  required  to obtain  the  additional
capital resources described herein,  variability in quarterly operating results,
customer concentration,  product acceptance, long sales cycles, long and varying
delivery  cycles,  the  Company's  dependence  on  business  partners,  emerging
technological standards, risks associated with acquisitions and the risk factors
detailed  in  the  Company's  Registration  Statement  on  Form  S-4  (File  No.
333-96529) and in the Company's  periodic  reports filed with the Securities and
Exchange Commission.  Readers are cautioned not to place undue reliance on these
forward-looking   statements,   which  speak  only  as  of  their  dates.   This
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  should  be read  in  conjunction  with  the  Company's  consolidated
financial statements and the notes thereto.

Liquidity and Capital Resources
-------------------------------

     On April 12,  2000,  the  Company  received  a letter  from  John E.  Reed,
Chairman and CEO of Mestek,  Inc. which outlined a proposal under which Mr. Reed
would  contribute up to $7.0 million in new capital to the Company.  The Company
expects  that this will take the form of $1.0 million of  convertible  preferred
stock and a $6.0 million line of credit in the form of  convertible  notes.  The
specific terms of the  convertible  notes and the preferred stock issue have not
been finalized as of May 18, 2000.

     The Company  announced  on May 17, 2000 that it had  received a  commitment
from a  commercial  bank for a $6.0  million  line of credit  which the  Company
expects to use to replace its existing bank line of credit.  The specific  terms
and  conditions  of the new bank line of credit are not yet  finalized as of May
18, 2000.  It is expected that the new bank line of credit will be guaranteed by
Mestek, Inc. and will afford the Company substantially more availability than is
available under its present line of credit.

     Based on the foregoing,  the Company  believes that it will have sufficient
capital to meet its day to day working capital needs in the year 2000 as well as
fund its various product development initiatives during this period.

     Prior to the  Simione/MCS  merger on March 7, 2000,  MCS was a wholly owned
subsidiary of Mestek,  Inc. As such,  its day to day working  capital needs were
historically met through  borrowings from the parent company recorded in an open
intercompany  account.  MCS's  access to this line of credit was  terminated  on
March 7, 2000.

     In September of 1999 Simione Central Holdings,  Inc. ("Simione") obtained a
$5 million  line of credit from a  commercial  bank.  Simione's  trade  accounts
receivables  were  pledged as  security  for this line of credit.  Accessibility
under the line of credit was based upon a mathematical  formula  applied to such
trade  receivables.  The  line  of  credit  is  further  secured  by a  lien  on
substantially  all of the  assets  of  Simione.  When  the  merger  with MCS was
completed on March 7, 2000, the merged company  succeeded to the  obligations of
Simione  under  the line of  credit  and the  trade  receivables  of MCS  became
available as additional security under the line of credit which  correspondingly
increased the amount available under the line. As of March 31, 2000, the Company
owed $2,480,000 under the line of credit agreement.  Additional  availability at
that date under the line was $778,000. On April 13, 2000, the Company executed a
Loan  Modification  Agreement  relative to the line of credit which requires the
Company to limit its net losses to certain amounts for each quarterly  period in
the year 2000 and  further  requires  the  Company  to obtain not less than $3.0
million in  additional  capital  prior to June 15,  2000.  In  November  of 1999
Simione  received  an  aggregate  of $1.6  million  of loans from  Mestek,  Inc.
($850,000)and  from two  stockholders,  Barrett  C.  O'Donnell  and David  Ellis
($750,000),  to fund  operating  needs and to continue the  execution of product
strategies  in the fourth  quarter of 1999.  The  $850,000  loan from Mestek was
converted  into newly issued Series C


                                       17
<PAGE>

Preferred  Stock of Simione at the  closing of the merger on March 7, 2000.  The
loans from  O'Donnell  and Ellis have various  terms and  maturities  and remain
outstanding at March 31, 2000.


Background
----------

     The  Company is a leading  provider  of  integrated  systems  and  services
designed to enable home health care providers to more effectively  operate their
businesses  and  compete  in the  prospective  payment  (PPS) and  managed  care
environments.  The Company offers several  comprehensive  and flexible  software
solutions,  each of which provide a core platform of software  applications  and
which incorporate  selected  specialized modules based on customer demand. These
software  solutions  are  designed to enable  customers  to generate and utilize
comprehensive  financial,  operational and clinical information.  In addition to
its software solutions and related software support services, the Company's home
health care consulting services assist providers in addressing the challenges of
reducing costs, maintaining quality,  streamlining operations and re-engineering
organizational  structures.  The  Company  also  provides  comprehensive  agency
support services which include administrative, billing and collection, training,
reimbursement and financial management services, among others.

     The Company sells its software pursuant to non-exclusive license agreements
which provide for the payment of a one-time  license fee. In accordance with SOP
97-2,  these  revenues  are  recognized  when  products  are  delivered  and the
collectibility  of fees is probable,  provided that no  significant  obligations
remain under the contract.  Revenues derived from the sale of software  products
requiring  significant  modification or customization  are recognized based upon
the percentage of completion  method. The price of the Company's software varies
depending  on the number of software  modules  licensed  and the number of users
accessing  the system and can range from ten  thousand  dollars to a few million
dollars. The Company generally requires payment of a deposit upon the signing of
a customer order as well as certain additional payments prior to delivery.  As a
result, the Company's balance sheet reflects significant customer deposits.

     Third party software and computer hardware revenues are recognized when the
related  products  are  shipped.   Software  support  agreements  are  generally
renewable  for one year  periods,  and revenue  derived from such  agreements is
recognized  ratably  over  the  period  of  the  agreements.   The  Company  has
historically  maintained high renewal rates with respect to its software support
agreements.  The  Company  charges for  software  implementation,  training  and
technical  consulting  services as well as management  consulting services on an
hourly or daily basis.  The price of such services varies depending on the level
and expertise of the related professionals. These revenues are recognized as the
related services are performed.

     The Company believes that continued  enhancement of its software systems is
critical to its future success,  and anticipates that investment in existing and
new  products  will  continue  as  needed  to  support  the  Company's   product
strategies.  Costs  incurred  to  establish  the  technological  feasibility  of
computer software products are expensed as incurred.  The Company's policy is to
capitalize  costs  incurred  between  the  point of  establishing  technological
feasibility and general release only when such costs are material. For the three
months  ended  March 31,  2000 and 1999,  the  Company  did not  capitalize  any
computer software development costs.

Backlog
-------

     The Company had backlog  associated with its software of approximately $3.2
million and $1.8 million on March 31, 2000 and December 31, 1999,  respectively,
including in both cases the products of MCS and Simione. Backlog consists of the
unrecognized portion of contractually committed software license fees, hardware,
estimated  installation  fees and  professional  services.  The  length  of time
required to  complete  an  implementation  depends on many  factors  outside the
control  of  the  Company,  including  the  state  of  the  customer's  existing
information systems and the customer's ability to commit the personnel and other
resources  necessary to complete the  implementation  process.  As a result, the
Company  may be unable to  predict  accurately  the  amount of  revenue  it will
recognize in any period and therefore can make no assurances that the amounts in
backlog will be recognized in the next twelve months.



                                       18
<PAGE>
Results of Operations
---------------------

Net  Revenues.  Total net  revenues  for the three  months  ended March 31, 2000
remained  relatively  flat at $4.0 million as compared to the three months ended
March 31, 1999.  The three months ended March 31, 2000 include the operations of
Simione from March 7, 2000 to March 31, 2000,  and the operations of MCS for the
full three months. The financial  statements for March 31, 1999 include only the
operations  of MCS.  The  addition of Simione  revenues  for the period  March 8
through March 31, 2000 was offset by an approximately  $1.3 million reduction in
revenue at MCS in the first quarter.  This reduction was attributable to reduced
bookings  of  software  and  equipment  sales in the final  quarter of 1999 (for
delivery  first  quarter  2000).  The Company  believes this to be the result of
uncertainties in the marketplace  resulting from the pending  Simione/MCS merger
as  well  as  customer  concerns  related  to year  2000  functionality.  If the
historical  operations of Simione and MCS were  arithmetically  combined for the
three month period ended March 31, 2000,  revenues  would have been $8.0 million
for the three months ended March 31, 2000.

Cost of Revenues.  Total cost of revenues increased  approximately  $140,000, or
6%, to $2.5 million for the three months ended March 31, 2000 as compared to the
three months ended March 31, 1999.  This increase is  principally  the result of
changes in product mix and cost  structure  with the  addition of Simione  after
March 7, 2000. As a percentage  of total net  revenues,  total costs of revenues
increased  to 63.7% for the three months ended March 31, 2000 from 59.6% for the
three months ended March 31, 1999. If the  historical  operations of Simione and
MCS were  arithmetically  combined  for the three month  period  ended March 31,
2000,  cost of  revenues  would  have been $4.8  million  or 60.0% for the three
months ended March 31, 2000.

Selling,  General  and  Administrative  Expenses.  Total  selling,  general  and
administrative  expenses  for the three  months  ended March 31, 2000  increased
$770,000 to $1.9  million as compared to the three  months ended March 31, 1999.
This increase is principally attributable to the addition of Simione after March
7,  2000.  As  a  percentage  of  total  net  revenues,   selling,  general  and
administrative  expenses  were 47.0% for the three  months  ended March 31, 2000
compared with 27.4% for the three months ended March 31, 1999. The increase as a
percent of revenue is primarily  attributable  to the  addition of Simione,  the
fixed  nature  of  these  costs  and  reduced  sales at MCS.  If the  historical
operations of Simione and MCS were  arithmetically  combined for the three month
period ended March 31, 2000, selling,  general and administrative expenses would
have been $4.2 million or 51.9% for the three months ended March 31, 2000.

Research and Development  Expenses.  Research and  development  expenses for the
three months ended March 31, 2000 increased $315,000, or 79%, as compared to the
three months ended March 31, 1999. As a percentage of total net revenues,  these
expenses increased to 17.8% for the three months ended March 31, 2000, from 9.8%
for the three  months  ended March 31,  1999.  The  increase in expenses and the
increase in percentage of total net revenues is principally  due to the addition
of  Simione  after  March 7,  2000  and  reduced  sales  levels  at MCS.  If the
historical  operations of Simione and MCS were  arithmetically  combined for the
three month period ended March 31, 2000, research and development expenses would
have been $1.5 million or 18.6% for the three months ended March 31, 2000.

Other Income  (Expense).  Interest  expense for the three months ended March 31,
2000  relates  primarily  to  borrowings  under  the  Company's  line of  credit
agreement  and  capital  lease  obligations.  The  Company  was a  wholly  owned
subsidiary  of  Mestek,  Inc.  during  the  quarter  ended  March  31,  1999 and
accordingly reported no interest expense during this period. The Company expects
its interest  expense to increase  during the remainder of 2000 due to increased
borrowings and the impact of recent increases in the prime lending rate.

Income Taxes. At December 31, 1999, the Simione Central Holdings Inc.  (Simione)
had net operating  loss ("NOL")  carryforwards  for federal and state income tax
purposes of $15.3 million, which will expire at various dates beginning in 2010,
if not  utilized.  Simione  also has research and  development  and  alternative
minimum tax credits ("tax credits") of approximately $90,000 available to reduce
future income tax liabilities.  The Tax Reform Act of 1986, as amended, contains
provisions that limit the NOL and tax credit carryforwards  available to be used
in any given year when  certain  events  occur,  including  additional  sales of
equity  securities and other changes in ownership.  As a result,  certain of the
NOL  and  tax  credit  carryforwards  may be  limited  as to  their  utilization
subsequently  to the  Simione/MCS  merger  on March 7,  2000.  The  Company  has
concluded  that it is more  likely  than not  that  these


                                       19
<PAGE>

NOLs and tax credit  carryforwards  will not be realized  based on a weighing of
evidence at March 31,  2000,  and as a result,  a 100%  deferred  tax  valuation
allowance has been recorded against these assets.

Impact of New Accounting Standards
----------------------------------

     In 1998, the Financial and Accounting  Standards  Board issued SFAS No. 133
("SFAS  No.  133"),   "Accounting   for  Derivative   Instruments   and  Hedging
Activities."  SFAS No. 133 is  effective  for the  Company's  fiscal year ending
December 31, 2001. The Company's  management  does not believe that the adoption
of SFAS No. 133 will have a material impact on the Company's position or results
of operations.


                                       20
<PAGE>

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings.
     --------------------------

     Neither the Company nor any of its subsidiaries is currently a party to any
legal proceedings which would be material to the business or financial condition
of  the  Company  on  a  consolidated  basis.  Simione  Central  Holdings,  Inc.
("Simione")  was,  however,  served  on July  17,  1997  with an  administrative
subpoena  issued by the United States  Department of Health and Human  Services,
Office of Inspector General. In connection with that subpoena, the Department of
Justice had advised  Simione that aspects of Simione's  past  relationship  with
affiliates of Columbia/HCA  Healthcare  Corporation  were within the scope of an
ongoing grand jury investigation. Simione's relationship with Columbia/HCA arose
based on the sale in October of 1996 to  Columbia/HCA  of Central Health Holding
Company,  Inc, the former parent company of Central Health Management  Services,
Inc., a predecessor  company of the Company.  At the time of such sale,  Simione
entered  into  a  number  of  contracts  to  provide   information  systems  and
outsourcing  services to  Columbia/HCA.  In late 1999,  the  Justice  Department
confirmed  to the Company that  neither the  Company,  nor any of its  officers,
directors or employees, were a target in the investigation.

     Simione was one of several  defendants named in a  "whistleblower"  lawsuit
related  to  alleged  Medicare  fraud  filed  under the False  Claims Act in the
Northern District of Georgia (U.S. ex rel.  McLendon v. Columbia/HCA  Healthcare
Corp., et al., No.  97-VC-0890  (N.D.  Ga.)).  The lawsuit  involves claims that
Simione allegedly participated in a conspiracy with Columbia/HCA and other third
parties to bill  inflated and  fraudulent  claims to  Medicare.  The Company has
learned  that the  Justice  Department  has  elected  not to join in the  claims
asserted  against  Simione by Donald  McLendon,  who is a former  employee of an
unrelated  service  provider to  Columbia/HCA.  Although the Justice  Department
joined the suit with regard to other  defendants,  it  specifically  declined to
intervene  with regard to Simione.  The  Company  has had  indications  that Mr.
McLendon may still pursue  "whistleblower"  claims against the Company directly.
The Company does not believe that any of these claims,  if asserted  against the
Company,  will have any material  effect on the  Company's  overall  business or
financial condition. In the event these claims are asserted,  Simione intends to
vigorously defend against them.

     The Company remains liable for certain  settlement  costs of  approximately
$1.4 million payable to IBM for the early  cancellation of the Company's service
agreement with IBM for services provided to a former customer of Simione Central
Holdings,  Inc. These costs are part of claims for  reimbursement  under a still
active  legal  dispute.  In  addition,  the Company may be liable for up to $1.0
million in related  fees for  services.  The  Company  does not expect  that the
resolution  of these  matters  will  have a  material  adverse  impact  upon its
financial condition or results of operations.


     Item 2. Change in Securities.
     -----------------------------

     In March 2000 in connection with the Simione/MCS merger, the Company issued
5.6  million  shares of Series B  preferred  stock,  850,000  shares of Series C
preferred  stock and  warrants  to  acquire  400,000  shares of common  stock to
Mestek.  In issuing the warrants and shares  without  registration,  the Company
relied on the  exemption  from  registration  provided  in  Section  4(2) of the
Securities  Act of 1933,  as amended,  and Rule 506 of  Regulation D promulgated
thereunder.

     Item 3. Defaults Upon Senior Securities.
     ----------------------------------------

     None

     Item  4.   Submission   of   Matters  to  a  Vote  of   Security   Holders.
     ---------------------------------------------------------------------------


     On March 7, 2000 the Annual  Meeting  of  Stockholders  of Simione  Central
Holdings, Inc. was held. Stockholders present in person or by proxy representing
7,513,268 shares of common stock were represented at the meeting.

                                       21
<PAGE>

     Six  Directors  of the Company  were duly  elected to hold office until the
next Annual Meeting of Stockholders or until  successors have been duly elected.
The elected Directors and the voting results were as follows:

                    Name                     Affirmative Votes    Withheld Votes
                    ----                     -----------------    --------------

                    Barrett C. O'Donnell          6,944,123           569,145
                    James A. Gilbert              6,972,947           540,321
                    Dr. David O. Ellis            6,972,947           540,321
                    William J. Simione, Jr.       6,601,501           911,761
                    Jesse I. Treu                 6,972,947           540,321
                    Daniel J. Mitchell            6,972,947           540,321

     The Stockholders  were also asked to vote on seven additional  matters,  as
follows:

*    the  proposal  to adopt the  merger  agreement  and merge MCS with and into
     Simione;

*    approval of the  conversion of the Series A Preferred  Stock into shares of
     Simione common stock;

*    an increase in the number of shares  available for issuance  under the 1997
     SCHI Omnibus Equity-based Incentive Plan from 1,250,000 shares to 2,250,000
     shares (not adjusted for the reverse stock split);

*    the  proposal  to  authorize  the  board of  directors  to amend  Simione's
     certificate of  incorporation  to effect a reverse stock split of Simione's
     common stock;

*    the proposal to amend Simione's  certificate of  incorporation  to increase
     the number of authorized  shares of common stock from 20 million  shares to
     40 million shares if the reverse stock split is not approved and completed;
     and

*    approval  of a proposal  to adjourn  the  meeting if more time is needed to
     solicit proxies.

The voting results for these six matters were as follows:


                              Votes For       Votes against      Votes abstained
                              ---------       -------------      ---------------
1.  Merger proposal           4,542,489           164,095             3,970
2.  Series A conversion       4,005,078           695,063            10,413
3.  Increase in plan shares   3,936,078           750,851            23,625
4.  Reverse stock split       7,170,048           333,533             9,687
5.  Amendment to certificate  6,787,263           696,053            29,952
6.  Adjourn meeting           4,407,359           298,637             4,558



                                       22
<PAGE>

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits:

     The following  Exhibits are filed as part of this Quarterly  Report on Form
     10-Q:

     Exhibit No. Description
     ----------- -----------

2.1(1,3)       Agreement  and Plan of  Merger  dated as of July 12,  1999  among
               the Company, Simione Acquisition Corporation and CareCentric
               Solutions, Inc.

2.2(1,2)       Second Amended and Restated Agreement and Plan of Merger and
               Investment Agreement,  dated as of October 25, 1999 by and among
               MCS, Inc.,  Mestek,  Inc., the Company, John E. Reed, Stewart B.
               Reed and E. Herbert Burk.

10.1(3)        Form of  Shareholder  Voting  Agreement  by and among the
               Company,  Daniel J. Mitchell as agent ("CareCentric  Agent")
               for shareholders of CareCentric Solutions,  Inc. and each of
               Barrett C. O'Donnell and O'Donnell Davis, Inc.

10.2(3)        Shareholder Voting Agreement by and among the Company,
               CareCentric Agent, and Mestek, Inc.

10.3*          Warrant to Purchase Common Stock dated March 7, 2000 by and
               between the Company and Mestek, Inc.

27.1*          Financial Data Schedule (for SEC use only).

_____________________________

*Filed herewith.


(1)  In accordance  with Item  601(b)(2) of Regulation  S-K, the schedules  have
     been  omitted.  There  is a list of  schedules  at the end of the  Exhibit,
     briefly  describing them. The Company will furnish  supplementary a copy of
     any omitted schedule to the Commission upon request.

(2)  Incorporated herein by reference to Exhibit 2.1 to the Form 10 of MCS, Inc.
     (File No. 000-27829) filed on October 26, 1999.

(3)  Incorporated  by reference to the  Registrants  Current  Report on Form 8-K
     dated as of August 12, 1999.

(b)  Reports on Form 8-K:

The Company filed a Report on Form 8-K dated  February 29, 2000 on the status of
its listing on Nasdaq.

The  Company  filed a Report  on Form 8-K  dated  March 8,  2000  reporting  the
completion of its merger with MCS, Inc., the  one-for-five  reverse stock split,
the change of control related to the merger and a series of other  transactions,
and other matters considered at the March 7, 2000 stockholders meeting.


                                       23
<PAGE>

The Company  filed a Report on Form 8-K on March 30, 2000  reporting on its 1999
financial results and its Enterprise Application Partnership Licensing Agreement
with Confer Software.

The  Company  filed a Report on Form 8-K/A  dated May 18,  2000,  reporting  the
audited  financial  statements of MCS, Inc. as of December 31, 1999 and 1998 and
the pro forma  combined  financial  statements of Simione and MCS as of December
31, 1999.



                                       24
<PAGE>



                                   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.


                                         SIMIONE CENTRAL HOLDINGS, INC.



Dated: May 22, 2000                      By: /s/ Steve Shea
                                            ------------------------------------
                                            STEVE SHEA
                                            Senior Vice President - Finance and
                                            Chief Financial Officer
                                            (Principal Financial Officer)
<PAGE>


                                 EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

2.1(1,3)       Agreement  and Plan of  Merger  dated as of July 12,  1999  among
               the Company, Simione Acquisition Corporation and CareCentric
               Solutions, Inc.

2.2(1,2)       Second Amended and Restated Agreement and Plan of Merger and
               Investment Agreement,  dated as of October 25, 1999 by and among
               MCS, Inc.,  Mestek,  Inc., the Company, John E. Reed, Stewart B.
               Reed and E. Herbert Burk.

10.1(3)        Form of  Shareholder  Voting  Agreement  by and among the
               Company,  Daniel J. Mitchell as agent ("CareCentric  Agent")
               for shareholders of CareCentric Solutions,  Inc. and each of
               Barrett C. O'Donnell and O'Donnell Davis, Inc.

10.2(3)        Shareholder Voting Agreement by and among the Company,
               CareCentric Agent, and Mestek, Inc.

10.3*          Warrant to Purchase Common Stock dated March 7, 2000 by and
               between the Company and Mestek, Inc.

27.1*          Financial Data Schedule (for SEC use only).

_____________________________

*Filed herewith.




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