<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   FORM 10-Q

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

For the Quarterly Period ended September 30, 1999

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

                       Commission file number  333-63787
                                               ---------


                         ONEPOINT COMMUNICATIONS CORP.

<TABLE>
<CAPTION>

<S>                                                                        <C>
                      State of Delaware                                                 36-4225811
(State or other jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)

               2201 Waukegan Road, Suite E-200                                            60015
                       Bannockburn, IL                                                  (Zip Code)
          (Address of principal executive offices)
</TABLE>

              Telephone number, including area code: 847-374-3700

      Securities registered pursuant to Section 12(b) of the Act:    None

      Securities registered pursuant to Section 12(g) of the Act:    None

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

     The number of shares of the Registrant's Common Stock, $0.01 par value,
outstanding at November 12, 1999 was 1,000,000 shares.
<PAGE>

                         ONEPOINT COMMUNICATIONS CORP.

                                     INDEX

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                                PAGE
------------------------------                                                                ----
<C>      <S>                                                                                  <C>
Item 1.  Financial Statements

         ONEPOINT COMMUNICATIONS CORP.

         .  Unaudited Consolidated Statements of Operations for the three
              and nine months ended September 30, 1999 and 1998                                  3
         .  Unaudited Consolidated Balance Sheets as of September 30, 1999
              and December 31, 1998                                                              4
         .  Unaudited Consolidated Statements of Cash Flows for the nine months
              ended September 30, 1999 and 1998                                                  5
         .  Notes to Unaudited Consolidated Financial Statements                                 6

         VIC-RMTS-DC, LLC

         .  Unaudited Statements of Operations for the three and nine months ended
              September 30, 1999 and 1998                                                       11
         .  Unaudited Balance Sheets as of September 30, 1999 and December 31, 1998             12
         .  Unaudited Statements of Cash Flows for the nine months ended
              September 30, 1999 and 1998                                                       13
         .  Notes to Unaudited Consolidated Financial Statements                                14

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

            ONEPOINT COMMUNICATIONS CORP.                                                       15

            VIC-RMTS-DC, LLC                                                                    20

Item 3.     Quantitative and Qualitative Disclosures about Market Risk                          25

PART II.    OTHER INFORMATION:
------------------------------

Item 1.     Legal Proceedings                                                                   26

Item 2.     Changes in Securities and Use of Proceeds                                           26

Item 3.     Defaults upon Senior Securities                                                     26

Item 4.     Submission of Matters to a Vote of Security Holders                                 26

Item 5.     Other Information                                                                   26

Item 6.     Exhibits and Reports on Form 8-K                                                    27

Signatures                                                                                      28

Exhibit Index                                                                                   29
</TABLE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
-----------------------------

                         OnePoint Communications Corp.
                Unaudited Consolidated Statements of Operations
                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                  Three Months Ended                      Nine Months Ended
                                                     September 30,                          September 30,
                                               1999                 1998               1999               1998
                                        ------------------   -----------------   ----------------   ----------------

<S>                                     <C>                  <C>                 <C>                <C>
Revenue                                         $    5,957          $    2,765         $   15,080         $    3,440
Cost of revenue                                      5,869               2,916             15,096              4,822
                                        ------------------   -----------------   ----------------   ----------------
                                                        88                (151)               (16)            (1,382)
Expenses:
 Selling, general and administrative                12,766               8,858             33,432             17,723
 Depreciation and amortization                         727                 462              1,947                773
                                        ------------------   -----------------   ----------------   ----------------
Loss from operations                               (13,405)             (9,471)           (35,395)           (19,878)

Other income (expense)
 Interest income                                       506                 930              2,308              1,509
 Interest expense                                   (3,369)             (6,671)           (11,489)            (9,648)
 Other                                                (141)                 --               (102)                17
                                        ------------------   -----------------   ----------------   ----------------
                                                    (3,004)             (5,741)            (9,283)            (8,122)
                                        ------------------   -----------------   ----------------   ----------------
Equity in losses of unconsolidated
 subsidiaries                                       (1,097)             (1,078)            (2,641)            (2,577)
                                        ------------------   -----------------   ----------------   ----------------
Loss before extraordinary item                     (17,506)            (16,290)           (47,319)           (30,577)
Extraordinary gain on bond repurchases                  --                  --             20,506                 --
                                        ------------------   -----------------   ----------------   ----------------
Net loss                                        $  (17,506)         $  (16,290)        $  (26,813)        $  (30,577)
                                        ==================   =================   ================   ================
Basic Earnings Per Share:
 (Loss) before extraordinary item               $  (17,506)         $  (16,290)        $  (47,319)        $  (30,577)
 Extraordinary item                                     --                  --             20,506                 --
                                        ------------------   -----------------   ----------------   ----------------
 Net (loss)                                     $  (17,506)         $  (16,290)        $  (26,813)        $  (30,577)
                                        ==================   =================   ================   ================
Shares used in computing loss per
 share:
     Weighted average common shares -
      basic                                      1,000,000           1,000,000          1,000,000          1,000,000
                                        ==================   =================   ================   ================
</TABLE>

See accompanying notes.

                                       3
<PAGE>
                        OnePoint Communications Corp.
                          Consolidated Balance Sheets
                 (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                    September 30,    December 31,
                                                                                        1999           1998 (*)
                                                                                    -------------    ------------
Assets                                                                               (Unaudited)
<S>                                                                                 <C>              <C>
Current assets:
 Cash and cash equivalents                                                            $     --         $  5,730
 Restricted cash                                                                           132            5,199
 Investment in marketable securities, current                                            5,013           13,118
 Accounts receivable, net                                                                3,246            2,277
 Affiliate receivable                                                                      287              653
 Prepaid expenses                                                                        1,374              898
                                                                                      --------         --------
Total current assets                                                                    10,052           27,875

Investment in marketable securities, non-current ($27,344 and $73,377,
 restricted at September 30, 1999 and December 31, 1998, respectively)                  29,076           86,705

Investments in unconsolidated subsidiaries                                               3,642            6,283
Property and equipment, net                                                             17,962           10,923
Intangible assets, net                                                                   8,295           11,549
Other assets                                                                             5,872            5,972
                                                                                      --------         --------
Total assets                                                                          $ 74,899         $149,307
                                                                                      ========         ========
Liabilities, Redeemable Preferred Stock and Stockholder's Equity/(Deficit)
Current liabilities:
 Accounts payable and accrued expense                                                 $  7,956         $  7,167
 Affiliate payable                                                                       3,200            3,558
 Accrued interest payable                                                                4,022            1,701
 Current portion of long term debt                                                         250              250
                                                                                      --------         --------
Total current liabilities                                                               15,428           12,676

Long term debt - affiliate                                                                  --               --
Long term debt                                                                          88,751          138,503
Redeemable preferred stock, $1.00 par value, 35,000 shares authorized, 35,000
 shares issued and   outstanding at redemption value                                    35,000           35,000

Stockholder's deficit:
 Common stock, $0.01 par value, 2,000,000 shares authorized, 1,000,000 shares               10               10
  issued and  outstanding at September 30, 1999 and December 31, 1998
 Additional capital                                                                      5,370            5,370
 Accumulated deficit                                                                   (69,768)         (42,953)
 Other comprehensive (loss) income                                                         108              701
                                                                                      --------         --------
Total stockholder's (deficit)                                                          (63,929)         (36,872)
                                                                                      --------         --------
Total liabilities, redeemable preferred stock and stockholder's equity/(deficit)      $ 74,899         $149,307
                                                                                      ========         ========
</TABLE>

(*) The balance sheet at December 31, 1998 has been derived from the audited
    financial statements at that date, but does not include all of the
    information and footnotes required by generally accepted accounting
    principles for complete financial statements.


See accompanying notes.

                                       4
<PAGE>

                         OnePoint Communications Corp.
                Unaudited Consolidated Statements of Cash Flows
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                          Nine Months Ended September 30,
                                                                                            1999                    1998
                                                                                      -----------------       -----------------
<S>                                                                                   <C>                     <C>
Operating activities
Net loss                                                                              $         (26,813)      $         (30,576)
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                                 1,947                     773
     Amortization of premium of securities acquired included in interest income                    (973)                     --
     Amortization of debt discount issuance cost and warrants included in
       interest expense                                                                             683                     219
     Amortization of developer payments included in reselling costs                               1,475                      --
Losses in equity of interest of unconsolidated investments                                        2,641                   2,577
Extraordinary gain on bond repurchases                                                          (20,506)                     --
Unrealized loss on investments in marketable securities                                            (593)                    230
Loss on disposal of property and equipment                                                          114                      --
Change in allowance for doubtful accounts                                                           172                      --
Changes in operating assets and liabilities:
    Accounts receivable                                                                          (1,141)                 (1,554)
    Prepaid expenses                                                                             (1,951)                    (51)
    Other assets                                                                                    100                  (5,522)
    Affiliate payables                                                                             (358)                     --
    Affiliate receivables                                                                           366                    (158)
    Accounts payable and accrued expenses                                                           788                   4,863
    Accrued interest                                                                              2,320                   9,178
                                                                                      -----------------       -----------------
    Net cash used in operating activities                                                       (41,729)                (20,023)

Investing activities
Restricted cash, net                                                                              5,066                  (5,127)
Acquisition of intangible assets                                                                     --                  (5,278)
Proceeds from sale of marketable securities                                                      74,987                  35,309
Purchase of marketable securities                                                                (8,313)               (169,425)
Acquisition of property and equipment                                                            (8,714)                 (6,397)
                                                                                      -----------------       -----------------
Net cash provided by (used in) investing activities                                              63,026                (150,919)

Financing activities
Proceeds from issuance of long-term debt                                                             --                 179,300
Repayment of long-term debt                                                                     (27,027)                 (4,300)
Other debt issuance costs                                                                            --                  (9,648)
                                                                                      -----------------       -----------------
Net cash (used in) provided by financing activities                                             (27,027)                165,532
Net (decrease) in cash                                                                           (5,730)                 (5,410)
Cash at the beginning of period                                                                   5,730                   5,463
                                                                                      -----------------       -----------------
Cash at the end of period                                                             $              --       $              53
                                                                                      =================       =================
</TABLE>

See accompanying notes.

                                       5
<PAGE>
                         OnePoint Communications Corp.
             Notes to Unaudited Consolidated Financial Statements
                (Dollars in thousands, except per share data)

Note 1 - Basis of Presentation

     The financial statements for  the three and nine months ended September 30,
1999, and 1998 and the related footnote information are unaudited and have been
prepared on a basis consistent with the audited consolidated financial
statements of OnePoint Communications Corp. and subsidiaries as of and for the
year ended December 31, 1998 included in Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 4, 1999 (the
"Registration Statement") of OnePoint Communications Corp. ("OnePoint" or the
"Company").  These financial statements should be read in conjunction with the
audited consolidated financial statements and the related notes to Consolidated
Financial Statements of OnePoint Communications Corp. as of and for the year
ended December 31, 1998 and the Financial Statements of OnePoint Communications,
L.L.C., (the "Predecessor Company") as of and for the year ended December 31,
1997 included in the Registration Statement.  In the opinion of management, the
accompanying unaudited financial statements contain all adjustments (consisting
of normal recurring adjustments), which management considers necessary to
present fairly the consolidated financial position of the Company at September
30, 1999 and the results of its operations and their cash flows for the three
and nine month periods ended September 30, 1999 and 1998.

Note 2 - Summarized Income Statement Information of Affiliates

         The Company has investments ranging from 41-50% in two companies and
accounts for those investments using the equity method.  The combined results of
operations and financial position of the Company's equity-basis affiliates are
summarized below (in thousands):

<TABLE>
<CAPTION>
                                                     Three Months Ended                    Nine Months Ended
                                                       September 30,                         September 30,
                                              -------------------------------       -------------------------------
                                                  1999               1998               1999               1998
                                              ------------       ------------       ------------       ------------
<S>                                           <C>                <C>                <C>                <C>
Condensed Operating Information
   Net sales                                       $ 4,937            $ 4,103            $14,697            $11,548
   Profit from operations                            1,221              1,088              4,064              3,034
                                              ------------       ------------       ------------       ------------
   Net loss                                        $(2,675)           $(1,581)           $(6,407)           $(5,001)
                                              ============       ============       ============       ============
</TABLE>

Note 3 - Debt

       On March 25, 1998, the Company entered into a term note with a bank (the
"Credit Facility").  Under the terms of the Credit Facility, the Company may
borrow up to $9,000.  Through September 1999, the Company borrowed $8,750 with
an additional $250 of availability securing a letter of credit.  Principal
payments began on January 1, 1999 with all balances payable on or before January
1, 2003.  The Credit Facility has mandatory repayment provisions upon certain
events.  The Credit Facility is collateralized by certain of the Company's
assets and is guaranteed by SBC Communications Inc.  As of September 30, 1999
the outstanding principal balance was $8,500 and the amount available to the
Company under the Credit Facility was $0.  On August 30, 1999 the Company
established a second Credit Facility with the same bank enabling the Company to
borrow up to an additional $16,000.  The terms of the Credit Facility are
similar to those contained in the previous agreement.   On the same date the
first Credit Facility was amended in order to make the default provisions
consistent with both facilities.

     On May 15th, 1998 the Company offered 175,000 Units consisting of 14-1/2%
Senior Notes due 2008 and Warrants to purchase 111,125 shares of Common Stock
(the "Senior Notes"). Under the terms of the indenture governing the Senior
Notes, the Company is required to comply with specified covenants.  These
covenants include, among other things, limitations on sales of subsidiaries and
certain assets, mergers, and other activities. In connection with the May 1998
offering of Senior Notes and Warrants, the Company entered into a Registration
Rights Agreement (the "Registration Rights Agreement") pursuant to which it
agreed to file and use its best efforts to cause to become effective the
registration  statement  relating to an  offer to exchange the  Senior Notes

                                       6

<PAGE>

                         OnePoint Communications Corp.
       Notes to Unaudited Consolidated Financial Statements (Continued)
                 (Dollars in thousands, except per share data)

Note 3 - Debt (Continued)

for substantially identical notes which are not subject to restrictions on
transfer. The Company filed the registration statement on September 18, 1998, as
required under the Registration Rights Agreement. The Registration Rights
Agreement provides, however, that if the registration statement has not been
declared effective by the Securities and Exchange Commission on or before
November 17, 1998, then liquidated damages will accrue with respect to the
Senior Notes. Such liquidated damages accrue at a rate of $0.05 per week per $1
principal amount of Senior Notes for the first 90 days beyond November 17, 1998,
and thereafter increase by $0.05 per week per $1 outstanding principal amount of
the Senior Notes each 90 day period, up to a maximum of $0.50 per week per $1
principal amount of Senior Notes (all amounts in the preceding sentence in
dollars, not thousands). Liquidated damages ceased to accrue on August 6, 1999
when the registration statement was declared effective. The Company accrued $374
in total damages all of which will be paid by December 1st, 1999.

Note 4 - Debt Repurchases

     From January 8, 1999 through June 10, 1999, the Company completed open
market purchases of its 14-1/2% Senior Notes due 2008 having an aggregate
principal amount of $51,250 at various prices for an aggregate cost of
approximately $27,600, including accrued interest and transaction fees.  As of
September 30, 1999, there was $82,750 in principal amount of Senior Notes
outstanding.  The Company recognized an extraordinary gain on the early
extinquishment of this debt of approximately $20,506 in the first nine months of
1999.  Pursuant to the terms of the indenture governing the Senior Notes, the
Company used a portion of the proceeds from the Senior Notes offering to
purchase government securities in an amount intended to be sufficient upon
receipt of scheduled interest and principal payments to provide for payment of
the first seven interest payments on the Senior Notes.  These government
securities (the "Pledged Securities") were pledged to the trustee for the
benefit of the holders of the Senior Notes.  In connection with the Company's
repurchase of Senior Notes, and pursuant to the terms of the agreement governing
the Pledged Securities, the trustee released Pledged Securities to the Company
totaling approximately $26,700 in February 1999 and $11,500 in July 1999.

Note 5 - Changes in Non-owner Equity

     Beginning in the first quarter of 1998, compliance with SFAS No. 130,
"Reporting Comprehensive Income" was required.  In accordance with the
requirements of this standard, the components of changes in non-owner equity,
net of related tax for the nine months ended September 30, 1999 are as follows:

<TABLE>
<CAPTION>
                                                              Nine Months Ended September 30,
                                                             1999                        1998
                                                       -------------------------------------------
<S>                                                             <C>                        <C>
Net Loss                                                        $26,462                    $30,577
Unrealized (Gain)/Loss on securities                                593                       (230)
                                                       -------------------------------------------
Changes in non-owner equity                                     $27,055                    $30,347
                                                       ===========================================
</TABLE>

Note 6 - Loss Per Share

     The Company's basic loss per share calculations are based upon the weighted
average shares of common stock outstanding.  The dilutive effect of stock
appreciation rights and warrants outstanding are included for purposes of
calculating diluted earnings per share, except for periods when the Company
reports a net loss, in  which case the inclusion of stock appreciation rights
and warrants outstanding would be anti-dilutive.  Diluted loss per share is not
presented for the periods ended September 30, 1999 and 1998 because the effects
of potentially dilutive instruments are anti-dilutive.

                                       7
<PAGE>
                         OnePoint Communications Corp.
                  Notes to Consolidated Financial Statements
                 (Dollars in thousands, except per share data)

Note 7 - Supplemental Cash Flow Data

          The Company made a cash payment of $8,493 for interest during the nine
months ended September 30, 1999. The Company did not make payments for interest
during the nine months ended September 30, 1998. The Company did not make
payments for income taxes during the nine months ended September 30, 1999 or
1998.

Note 8 - Arbitration Proceedings

          On March 30, 1999, the Company filed a demand for arbitration seeking
a declaratory ruling on the equity ownership of VIC-RMTS-DC, LLC. The Company
believes that the value of the assets contributed by Mid-Atlantic RMTS Holdings,
LLC was sufficient to give Mid-Atlantic RMTS Holdings, LLC a 5% interest based
on capital contributions though December 31, 1998. The manager of Mid-Atlantic
RMTS Holdings, LLC has suggested that it is entitled to an unspecified, but
higher, equity interest in VIC-RMTS-DC, LLC and on April 5, 1999, Mid-Atlantic
Holdings filed its own demand for arbitration to resolve issues of equity
ownership of VIC-RMTS-DC, LLC. OnePoint will be entitled only to that portion of
any distributions made by VIC-RMTS-DC, LLC corresponding to its percentage
equity ownership therein.


Note 9 - Segment Information

          The Company's reportable segments are segregated into business units
that offer services to four distinct geographic regions; (i) Atlanta, Georgia
and Charlotte/Raleigh/Durham, North Carolina (the "Southeast Region"), (ii)
Chicago, Illinois (the "Central Region"), (iii) Denver, Colorado and Phoenix,
Arizona (the "Western Region"), and (iv) Washington, DC/Baltimore,
MD/Philadelphia, PA (the "Mid-Atlantic Region"). The Company's services to each
segment include a combination of telephony, video and/or high-speed Internet
access services.

          The Company evaluates performance and allocates resources based on
operating profit or loss. The accounting policies of the reportable segments are
the same as those described in the summary of significant accounting policies.
The Company and its subsidiaries account for their investments in affiliates
using the equity method of accounting. Accordingly, certain segments have
recognized equity in the earnings of other segments and their proportionate
share of the assets and liabilities of investments in affiliates. All inter-
segment investment amounts have been excluded in the reported financial
information for the business segments. The Company's segments do not provide
services to each other; therefore, there were no inter-segment sales or related
cost of sales during the periods presented.

          All investments in affiliates accounted for under the equity method
are in the Mid-Atlantic Region segment. Equity in the net losses of investees
accounted for by the equity method totaled $2,641 and $2,577 for the nine months
ended September 30, 1999 and 1998, respectively. The Mid-Atlantic Region's
investment in affiliates accounted for under the equity method totaled $3,642
and $ 6,283 as of September 30, 1999 and December 31, 1998, respectively.

                                       8
<PAGE>

                         OnePoint Communications Corp.
                  Notes to Consolidated Financial Statements
                 (Dollars in thousands, except per share data)

Note 9 - Segment Information (Continued)

     The following table provides certain financial information for each
business segment:

<TABLE>
<CAPTION>
                                              Nine Months Ended September 30,
                                                1999                   1998
                                            ----------------------------------
<S>                                         <C>                       <C>
Revenues:
Central Region                              $    4,512                $  1,411
Mid-Atlantic Region                              3,187                     962
Southeast Region                                 4,232                     693
Western Region                                   3,112                     363
Other                                               37                      11
                                            ----------------------------------
                                            $   15,080                $  3,440
                                            ==================================
Earnings (Loss) from operations:
Central Region                              $    1,291                $    494
Mid-Atlantic Region                               (701)                   (783)
Southeast Region                                  (251)                   (574)
Western Region                                    (383)                   (530)
Other                                               28                      11
                                            ----------------------------------
                                            $     (16)                $ (1,382)
                                            ==================================
Identifiable assets:
Central Region                              $   20,784                $ 14,525
Mid-Atlantic Region                              4,919                   3,053
Southeast Region                                 3,061                   1,951
Western Region                                   1,794                     700
Other                                           44,341                 158,226
                                            ----------------------------------
                                            $   74,899                $178,455
                                            ==================================
</TABLE>

     The following table provides gross revenues on a service line basis:

<TABLE>
<CAPTION>
                                       Nine Months Ended September 30,
                                          1999                  1998
                                  -------------------------------------
<S>                                    <C>                   <C>
Revenues:
  Telephony                               $11,628                $2,158
  Video                                     3,415                 1,282
  High-speed Internet                          37                    --
                                  -------------------------------------
                                          $15,080                $3,440
                                  =====================================
</TABLE>

Note 10 - Related Party Transactions

     At September 30, 1999, the Company had accrued $41 in accounts payable
related to reimbursement for seconded personnel provided by SBC Communications
Inc. ("SBC") which indirectly owns approximately 10% of the common stock of the
Company.

                                       9
<PAGE>

                         OnePoint Communications Corp.
                  Notes to Consolidated Financial Statements
                 (Dollars in thousands, except per share data)

Note 11 - Subsequent Events

     In October 1999 CAIS Internet Inc. made an equity investment in the
Company's parent, Ventures in Communications II, LLC of $2,574. This investment
gave CAIS Internet Inc. a 0.99% indirect ownership in the Company.

     The Company entered into a letter of intent with an unrelated third party
in connection with negotiations for the Company's potential acquisition of the
provider of pre-paid telephony services. As of November 15, 1999, the Company
has not entered into a definitive agreement.

     In November 1999 the company will begin leasing an 80,000 square foot
office in Herndon, Virginia at 12901 Worldgate Drive. This new office lease will
require a $1.1 million letter of credit which is in place and is a reduction of
the second credit facility of $16,000. The lease commenced on November 1st and
expires on October 31st, 2009. The monthly lease amount will be $172 for each
of the first twelve months and will increase for each 12 month period
thereafter.

     In October of 1999 is was announced that a definitive agreement has been
executed for the sale of the assets of Mid-Atlantic Cable. Net proceeds to the
Company from this transaction are estimated to be $34 million, subject to
adjustments and closing anticipated during the first quarter of 2000. The
estimated gain to the Company will be approximately $30 million.

                                       10
<PAGE>

Item 1. Financial Statements
----------------------------

                                VIC-RMTS-DC, LLC
                       Unaudited Statements of Operations
                (Dollars in thousands, except for per unit data)

<TABLE>
<CAPTION>
                                            Three Months Ended September 30,             Nine Months Ended September 30,
                                               1999                  1998                  1999                  1998
                                     ---------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                   <C>                 <C>
Revenue                                     $      1,291         $        484          $      3,187        $          834
Cost of revenue                                    1,547                  851                 3,887                 1,744
                                     ---------------------------------------------------------------------------------------
                                                    (256)                (367)                 (700)                 (910)
Expenses:
 Selling, general and administrative               2,535                3,058                 7,365                 7,110
 Depreciation and amortization                        94                   55                   280                   114
                                     ---------------------------------------------------------------------------------------
Net loss                                    $     (2,885)        $     (3,480)         $     (8,345)       $       (8,134)
                                     =======================================================================================
Basic loss per unit                         $(106,534.49)        $(453,464.55)         $(322,128.00)       $(1,125,337.33)
                                     =======================================================================================
Units used in the computation of
 basic loss per unit                                27.1                  7.7                  25.9                   7.2
                                     =======================================================================================
</TABLE>

See accompanying notes.

                                       11
<PAGE>
                               VIC-RMTS-DC, LLC
                           Unaudited Balance Sheets
                            (Dollars in thousands)

<TABLE>
<CAPTION>


                                                                        September 30,              December 31,
                                                                             1999                    1998(*)
                                                                 -------------------------------------------------
<S>                                                                <C>                       <C>
Assets
Current assets:
 Accounts receivable, net                                                         $    770                $    490
 Affiliate receivable                                                                  284                     139
 Prepaid expenses                                                                      315                     336
                                                                 -------------------------------------------------
Total current assets                                                                 1,369                     965

Property and equipment, net                                                          2,562                   2,248
Intangible assets, net                                                                 825                     900
Other assets                                                                           163                     265
                                                                 -------------------------------------------------
Total assets                                                                      $  4,919                $  4,378
                                                                 =================================================


Liabilities and Unitholders' Equity
Current liabilities:
 Accounts payable and accrued expenses                                            $  1,534                $  1,011
 Other current liabilities                                                             140                      52

Total current liabilities                                                            1,674                   1,063

Unitholders Equity:
 Contributed capital                                                                28,710                  20,434
 Accumulated deficit                                                               (25,465)                (17,119)
                                                                 -------------------------------------------------
Total unitholders' equity                                                            3,245                   3,315
                                                                 -------------------------------------------------
Total liabilities and unitholders' equity                                         $  4,919                $  4,378
                                                                 =================================================
</TABLE>

(*)  The balance sheet at December 31, 1998 has been derived from the audited
     financial statements at that date, but does not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements.


See accompanying notes.

                                       12
<PAGE>
                               VIC-RMTS-DC, LLC
                       Unaudited Statements of Cash Flow
                 (Dollars in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                                                Nine Months Ended September 30,
                                                                                1999                       1998
                                                                    -----------------------------------------------------
<S>                                                                   <C>                        <C>
Operating activities
Net loss                                                              $                (8,345)   $                 (8,134)
Adjustments to reconcile net loss to net cash
     used in operating activities
    Depreciation and amortization                                                          280                        114
    Amortization of developer payments included in reselling cost                          527                        397
Change in allowance for doubtful accounts                                                   70                         28
Changes in operating assets and liabilities:
    Accounts receivable                                                                   (350)                      (637)
    Affiliate receivables                                                                 (142)
    Prepaid expenses                                                                      (506)                        96
    Other assets                                                                           102                       (299)
    Affiliate payables                                                                      --                        173
    Accounts payable and accrued expenses                                                  610                       (362)
                                                                    -----------------------------------------------------
    Net cash used in operating activities                                               (7,754)                    (8,073)

Investing activities
Acquisition of property and equipment                                                     (522)                      (876)
                                                                    -----------------------------------------------------
Net cash used in investing activities                                                     (522)                      (876)

Financing activities
Unitholder contributions                                                                 8,276                      8,949
                                                                    -----------------------------------------------------
Net cash provided by financing activities                                                8,276                      8,949
                                                                    -----------------------------------------------------
Net increase (decrease) in cash                                                             --                         --
Cash at the beginning of period                                                             --                         --
                                                                    -----------------------------------------------------
Cash at the end of period                                             $                     --   $                     --
                                                                    =====================================================
</TABLE>

See accompanying notes.

                                      13
<PAGE>

                               VIC-RMTS-DC, LLC
       Notes to Unaudited Consolidated Financial Statements (Continued)
                 (Dollars in thousands, except per unit data)

Note 1 - Basis of Presentation

     The financial statements for the three and nine months ended September 30,
1999, and 1998 and the related footnote information are unaudited and have been
prepared on a basis consistent with the audited financial statements of
VIC-RMTS-DC, LLC ("VIC-RMTS-DC") as of and for the year ended December 31, 1998
included in Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on August 4, 1999 (the "Registration Statement") of OnePoint
Communications Corp. ("OnePoint"). These financial statements should be read in
conjunction with the audited financial statements and the related notes to
Financial Statements of VIC-RMTS-DC as of and for the years ended December 31,
1998 and 1997, and for the period from November 1996 (Inception) through
December 31, 1996 included in the Registration Statement. In the opinion of
management, the accompanying unaudited financial statements contain all
adjustments (consisting of normal recurring adjustments), which management
considers necessary to present fairly the financial position of VIC-RMTS-DC at
September 30, 1999 and the results of its operations and its cash flows for the
three and nine month periods ended September 30, 1999 and 1998.

Note 2 - Intangible Assets

     Intangible assets consisted of goodwill with an acquisition value of
approximately $1,000 less accumulated amortization of $175 and $75 at September
30, 1999 and 1998 respectively. Goodwill is amortized under the straight-line
method over a ten-year period.

Note 3 - Guarantor of the Debt of Others

     VIC-RMTS-DC is an unconditional guarantor of the 14 1/2% Senior Notes due
2008 issued by OnePoint in May 1998 (The "Senior Notes"). As of September 30,
1999, there was $82,750 in principal amount of Senior Notes outstanding. VIC-
RMTS-DC is required under the indenture governing OnePoint's Senior Notes to
comply with specified debt covenants, including limitations on sales of certain
assets, mergers, distributions, and other activities.

Note 4 - Unitholders' Equity

     Through November 1999, VIC-RMTS-DC had issued capital calls to its members
for an aggregate of $27.7 million to fund working capital requirements. As of
September 30, 1999, VIC-RMTS-DC had received approximately $27.7 million, all of
which was paid by OnePoint Communications Holdings, LLC ("OPC Holdings"), VIC-
RMTS-DC's managing member.

Note 5 - Arbitration

     On March 30, 1999, OnePoint filed a demand for arbitration seeking a
declaratory ruling on the equity ownership of VIC-RMTS-DC. OnePoint stated that
it believes that the value of the assets contributed by Mid-Atlantic RMTS
Holdings, LLC was sufficient to give Mid-Atlantic RMTS Holdings, LLC a 5%
interest based on capital contributions though December 31, 1998. The manager of
Mid-Atlantic RMTS Holdings, LLC has suggested that it is entitled to an
unspecified, but higher, equity interest in VIC-RMTS-DC. On April 5, 1999, Mid-
Atlantic Holdings filed its own demand for arbitration to resolve issues of
equity ownership of VIC-RMTS-DC.

                                      14
<PAGE>

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

Results of Operations - OnePoint Communications Corp.
(Dollars in thousands, except per share data)

     Three Months Ended September 30, 1999 Compared with Three Months Ended
     September 30, 1998.

     Revenue

     The Company began actively marketing its services during the first quarter
of 1998. Total revenues for three months ended September 30, 1999 were $5,957
compared to $2,765 for the three months ended September 30, 1998. Telephony,
video, and other (including high speed Internet access) revenues for three
months ended September 30, 1999 were $4,788 $1,151, and $18, respectively, as
compared to $1,524, $1,241, and $0, respectively, during the three months ended
September 30, 1998. The substantial increase in telephony revenues is
attributable to the expansion of the Company's telephony subscriber base in key
market areas.

     Cost of Revenue

     Cost of revenue (programming, telecommunication service costs and payments
to owners and employees of MDUs) was $5,869 in the three months ended September
30, 1999 as compared to $2,916 in the three months ended September 30, 1998.
Revenues for the three months ended September 30, 1999 exceeded cost of revenues
by $88.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses were $12,766 in three months
ended September 30, 1999 compared to $8,858 in the three months ended September
30, 1998, an increase of $3,908, or 44.1%. This was primarily the result of
increases in personnel and related costs and the increased volume of subscribers
for the Company's communications services. The Company continues to experience
higher than anticipated customer activation costs. It currently provides
services through resale agreements with the incumbent local exchange carriers
("ILECs") and is dependent on the ILECs for the efficiency of order processing
and installation while it operates on a resale platform.

     Depreciation and Amortization

     Depreciation and amortization was $727 in the three months ended September
30, 1999 compared to $462 in three months ended September 30, 1998, an increase
of $265, or 57.4%. The increase is primarily attributable to an increase in
cable and telephone systems and intangible assets resulting from purchases and
construction of such equipment during the past year.

     Interest Income and Expenses

     Interest expense was $3,369 in the three months ended September 30, 1999
compared to $6,671 in the three months ended September 30, 1998, a decrease of
$3,302, or 49.5%. The decrease results from the repurchase of the Senior Notes,
which were issued in May 1998. Interest income was $506 in the three months
ended September 30, 1999, compared to $930 in the three months ended September
30, 1998. The decrease of $424, or 45.6%, reflects reduced interest income from
the short-term investment due to the repurchase of the Senior Notes and the sale
of the short term investments to fund the repurchase of Senior Notes.

     Equity in Losses in Unconsolidated Subsidiaries

     The Company recognized equity in losses of its unconsolidated subsidiaries
of $1,097 in the three months ended September 30, 1999. These losses represent
the Company's proportionate share of losses from the operations of Mid-Atlantic
Telcom Plus, LLC ("Mid-Atlantic") and Mid-Atlantic Telcom Plus Interactive ("MAC
Interactive") during the three months ended September 30, 1999 compared to an
equity loss of $1,078 from such investments for the same period in 1998.

                                      15
<PAGE>

Nine Months Ended September 30, 1999 Compared with Nine Months Ended September
30, 1998.

     Revenue

     The Company began actively marketing its services during the first quarter
of 1998. Total revenues for the nine months ended September 30, 1999 were
$15,080 compared to $3,440 in the nine months ended September 30, 1998.
Telephony, video, and other (including high speed Internet access) revenues for
the nine months ended September 30, 1999 were $11,628, $3,415, and $37,
respectively, as compared to $2,158, $1,282, and $0, respectively, during the
nine months ended September 30, 1998. The substantial increase in telephony and
video revenues is attributable to the effects of the PCTV acquisition and
expansion of the Company's subscriber base in key market areas.

     Cost of Revenue

     Cost of revenue (programming, telecommunication service costs and payments
to owners and employees of MDUs) was $15,096 in the nine months ended September
30, 1999 as compared to $4,822 in the same period ended September 30, 1998. Cost
of revenue for the nine months ended September 30, 1999 exceeded revenues by
$16.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses were $33,432 in the nine
months ended September 30, 1999 compared to $17,723 in the nine months ended
September 30, 1998, an increase of $15,709, or 88.6%. This was primarily the
result of increases in personnel and related costs and the increased volume of
subscribers for the Company's communications services. The Company continues to
experience higher than anticipated customer activation costs as it currently
provides services through resale agreements with the ILECs and is dependent on
the ILECs for the efficiency of order processing and installation while it
operates on a resale platform.

     Depreciation and Amortization

     Depreciation and amortization was $1,947 in the nine months ended September
30, 1999 compared to $773 in nine months ended September 30, 1998, an increase
of $1,174, or 151.9%. The increase is primarily attributable to an increase in
cable and telephone systems and intangible assets resulting from purchases and
construction of such equipment during the past year.

     Interest Income and Expenses

     Interest expense was $11,489 in the nine months ended September 30, 1999
compared to $9,648 in the 1998 period. The increase of $1,841, or 19.1%, results
from the interest accrued on the Senior Notes, which were issued in May 1998.
Interest income was $2,308 in nine months ended September 30, 1999, compared to
$1,509 in the same period ended September 30, 1998. The increase of $799, or
53.0%, reflects additional interest income from short-term investment of the
proceeds from the offering of the Senior Notes.

     Equity in Losses in Unconsolidated Subsidiaries

     The Company recognized equity in losses of its unconsolidated subsidiaries
of $2,641 for the nine months ended September 30, 1999. These losses represent
the Company's proportionate share of losses from the operations of Mid-Atlantic
and MAC Interactive during the nine months ended September 30, 1999 compared to
an equity loss of $2,577 from such investments for the same period in 1998.

                                      16
<PAGE>

     Extraordinary Gain

     The Company repurchased approximately $51,250 in principal amount of its
Senior Notes during the nine months ended September 30, 1999 at various prices
for an aggregate total cost of approximately $27,600, including accrued interest
and transaction fees and recognized an extraordinary gain of $20,506 related to
these transactions.

Liquidity and Capital Resources - OnePoint Communications Corp.
(Dollars in thousands, except per unit data)

     The Company has financed its development through September 1999 with
$35,000 of funding provided by Ventures in Communications, LLC ("VIC"), $80 of
equity invested by VenCom, L.L.C., borrowings under a $9,000 Credit Facility
from Northern Trust (the "Credit Facility"), and the proceeds from the offering
of Senior Notes and Warrants in May 1998. On August 30, 1999 the Company
established a second Credit Facility with the same bank enabling the Company to
borrow up to an additional $16,000. The terms of the Credit Facility are similar
to those contained in the previous agreement. On the same date the first Credit
Facility was amended in order to make the default provisions consistent with
both facilities.

     From February to June 1997, the Company made investments totaling
approximately $12,000 in Mid-Atlantic and in December 1997 the Company invested
$750 in MAC Interactive to establish a separate joint venture with the other
investors in Mid-Atlantic to secure exclusive marketing rights for certain
programming services from an affiliated company. During January 1999, the
Company committed to a plan to liquidate and has subsequently sold off the
assets of MAC Interactive.

     In March 1998, the Company obtained a $9,000 Credit Facility from a bank
(the "Credit Facility"). Borrowings under the Credit Facility outstanding as of
December 15, 1998 will be amortized over a five-year period. The interest rate
on borrowings under the Credit Facility is, at the Company's election: (i)
Northern Trust's prime rate less 3/4 of 1%; (ii) LIBOR plus 50 basis points; or
(iii) the federal funds rate (as defined) plus 50 basis points. As of September
30, 1999, the outstanding balance on the Credit Facility was approximately
$8,500 in addition to a $250 letter of credit under the facility. In August 1999
the Company negotiated an additional $16,000 Credit Facility with the same bank.
The terms for the new facility are similar to those outlined for the previous
Credit Facility. On the same date the first Credit Facility was amended in order
to make the default provisions consistent with both facilities.

     In May 1998, the Company offered 175,000 units each consisting of a $1
principal amount of 14 1/2% Senior Notes due 2008 and a warrant to purchase
0.635 shares of the common stock of the Company for gross proceeds of $175,000.
The Company used approximately $80,500 of the net proceeds from the offering to
purchase the Pledged Securities. The Company also used a portion of the proceeds
to pay down the borrowings under the Credit Facility, which were later re-
borrowed. During the nine months ended September 30, 1999, the Company used
approximately $27,600 to repurchase $51,250 of principal amount of Senior Notes
in the open market. The Company recognized an extraordinary gain on the early
extinguishment of this debt of $20,506 in the nine months ended September 30,
1999. Pursuant to the restricted securities agreement entered into in connection
with the issuance of the Senior Notes, the trustee of the Pledged Securities
released approximately $26,700 and $11,500 of such securities in February and
July 1999, respectively, upon request by the Company. Based on market
conditions, the Company will continue to evaluate the repurchase of Senior Notes
and may continue to utilize existing cash to fund additional purchases.

     The balance of the net proceeds from the offering have been, or will be,
used to acquire private cable operators or their assets, to invest in video
infrastructure, to invest selectively in a facilities-based platform for
telephony and internet services, to fund additional open market purchases of
Senior Notes, to fund working capital and for general corporate purposes,
including operating losses. There can be no assurance that the Company will be
successful in raising sufficient

                                      17
<PAGE>

additional debt or equity capital, or of the terms of any such capital-raising
activities. Failure to raise and generate sufficient funds may require the
Company to delay or abandon some of its planned future expansion or
expenditures, which could have a material adverse effect on the Company's growth
and its ability to compete. In addition the Company anticipated that the current
financing will only cover normal operating expenses to somewhere between the end
of 1999 and the early part of the first quarter of 2000. The Company is
currently exploring options such as additional equity investors, additional
financing or the sale of business units in order to cover the future expansion
and operating expenses.

     Cash used in operating activities was $41,729 and $20,023 in nine months
ended September 30, 1999 and 1998, respectively, an increase of $21,706 or
100.1%. The expansion of business operations during the nine months ended
September 30, 1999 precipitated this increase. Cash flows used in operating
activities can vary significantly from period to period depending upon the
timing of operating cash receipts and payments, especially accounts receivable,
prepaid expenses and other assets, and accounts payable and accrued liabilities.

     Net cash used by the Company for acquisitions of property and equipment
during nine months ended September 30, 1999 totaled $8,714, compared to $6,397
in nine months ended September 30, 1998. As of September 30, 1999 the Company
had an accumulated deficit of $69,768, and had cash and cash equivalents of $0
and available investments of $6,745, net of the Pledged Securities totaling
$27,344. In July 1999, the trustee released Pledged Securities totaling
approximately $11,500 in connection with the Company's repurchase of $19,000
aggregate principal amount of Senior Notes on June 10,1999.

     Cash flows from investing activities in the nine months ended September 30,
1999 were $63,026. Cash flows used in investing activities in the nine months
ended September 30, 1998 were $(150,919). Cash flows (used in)/provided by
financing activities were $(27,027) and $165,532 in the nine months ended
September 30, 1999 and 1998, respectively.

     In October of 1999 is was announced that a definitive agreement has been
executed for the sale of the assets of Mid-Atlantic Cable. Net proceeds to
the Company from this transaction are estimated to be $34 million, subject to
adjustments and closing anticipated during the first quarter of 2000. The gain
to the Company is estimated to be approximately $30 million.

     The Company incurred liquidated damages resulting from its failure to have
its Registration Statement with respect to its Senior Notes declared effective
by the Commission by November 17, 1998. The Company incurred liquidated damages
based on the amount of Senior Notes outstanding until the Company's Registration
Statement was declared effective on August 6, 1999. As of September 30, 1999,
the Company had accrued approximately $374 to date related to the liquidated
damages all of which will be paid by December 1st, 1999.

     In August 1999 the Company signed a three year $50 million agreement with
Lucent Technologies Inc. ("Lucent") for a next-generation, IP-based voice and
data network to deliver integrated voice and internet services to residents of
apartment communities. In October 1999 the Company entered into a master lease
agreement with Comdisco Inc. to provide lease financing for the purchase of
switches and other equipment from Lucent.

     In April 1998 the Company entered into a long-term contract with The VenCom
Group, Inc. ("VenCom") whereby the Company is required to make annual payments
of up to $900 (inclusive of annual fees and capital raising fees) to VenCom for
financial and management consulting services and assistance with capital
financing activities. Pursuant to this agreement, the Company receives ongoing
consulting services in exchange for annual payments of $750 and is required to
pay a fee of 2% of any capital raising activity or acquisition activity,
including debt and equity transactions. Since May 1998 the Company has accrued
approximately $3.5 million of fees related to the issuance of the Senior Notes,
of which approximately $0.2 million has been paid through September 30, 1999.
The Company's chairman and chief executive officer is the sole shareholder of
VenCom.

     The Company has entered into agreements with the owners of multi-dwelling
unit buildings ("MDUs") whereby the Company has exclusive rights to provide
video services and preferred provider status for the provision of bundled
telephony services to the occupants of the MDU. These agreements are typically
for periods from five to seven years and contain renewal options. Certain of
these agreements require the Company to pay the MDU owner a fixed fee per year
based on the number of units subject to the contract without regard to the
occupant's use of the Company's services while other agreements require the
Company to pay varying amounts per month based on actual

                                      18
<PAGE>

usage of the Company's services by the MDU occupants.

     The Company expects significant cash requirements for at least the next
several years due to continued expansion of its customer base and the need to
invest in facilities and equipment to support telephony, internet and video
services. The Company's cash requirements will depend on a number of factors
including (i) the rate at which the Company secures rights of entry, (ii) the
level of penetration achieved for telephony and video services and the pricing
of such services, (iii) the availability of private cable acquisitions on
favorable terms, (iv) the rate at which the Company deploys telephony
facilities, the cost of equipment required to do so, and its ability to
aggregate traffic onto the Company's facilities, (v) the expansion to additional
markets, if any.

     Depending on market conditions and the availability of acquisitions on
favorable terms, the Company may determine to raise additional capital. The
Company may obtain additional funding through the sale of public or private debt
and/or equity securities or through additional borrowings from banks or other
lending institutions. The Company's future results of operations will be
materially impacted by its ability to finance its planned business strategies.
Current projections show that the existing financing will only cover normal
operating expenses through the end of 1999 or early into the first quarter of
2000. The company's ability to obtain additional debt financing is limited by
the bond indenture. The Company is considering options to obtain additional
financing or to modify the business plan. This additional financing may be
accomplished through an equity investment, sale of business units or additional
credit facilities. Additional financing from the sale of the assets of Mid-
Atlantic Cable is anticipated to be available to the Company during 2000.

                                      19
<PAGE>

Results of Operations - VIC-RMTS-DC, LLC
(Dollars in thousands, except per unit data)

     Three Months Ended September 30, 1999 Compared with Three Months Ended
     September 30, 1998

     Revenue

     VIC-RMTS-DC's total revenues, consisting primarily of telephony and high
speed Internet access, for the three months ended September 30, 1999 were $1,291
compared to $484 in the three months ended September 30, 1998. The increase is
primarily due to significant increases in subscriber base and significantly
increased volume of operations throughout the three months ended September 30,
1999.

     Cost of Revenue

     Cost of revenue (telecommunication service costs and payments to owners and
employees of MDUs) was $1,547 in the three months ended September 30, 1999 as
compared to $851 in the three months ended September 30, 1998. Cost of revenue
for the three months ended September 30, 1999 exceeded revenue by $256 primarily
because payments to certain MDU owners are structured on a per passing basis and
higher costs during a customer's installation period.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses were $2,535 in the three
months ended September 30, 1999 compared to $3,058 in the three months ended
September 30, 1998, a decrease of $523, or 17.1%. This was primarily the result
of decrease in allocation of general and administrative costs associated with
the increased volume of passings in other regions. VIC-RMTS-DC currently
provides services through resale agreements with the ILECs and is dependent on
the ILECs for the efficiency of order processing and installation.

     Depreciation and Amortization

     Depreciation and amortization was $94 in the three months ended September
30, 1999 compared to $55 in the three months ended September 30, 1998, an
increase of $39. The increase is primarily attributable to an increase in
telephone systems and intangible assets resulting from purchases and
installation of such equipment.

     Nine Months Ended September 30, 1999 Compared with Nine Months Ended
September 30, 1998

     Revenue

     VIC-RMTS-DC's total revenues, consisting primarily of telephony and high
speed Internet access, for the nine months ended September 30, 1999 were $3,187
compared to $834 for the same period ended September 30, 1998. The increase is
primarily due to significant increases in subscriber base and increased volume
of operations.

     Cost of Revenue

     Cost of revenue (telecommunication service costs and payments to owners and
employees of MDUs) was $3,887 in the nine months ended September 30, 1999 as
compared to $1,744 in the same period ended September 30, 1998. Cost of revenue
for the nine months ended September 30, 1999 exceeded revenue by $700 primarily
because payments to certain MDU owners are structured on a per passing basis and
due to higher costs during a customer's installation period.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses were $7,365 in the nine months
ended September 30, 1999 compared to $7,110 in the same period ended September
30, 1998, an increase of $755, or 3.6%. This was primarily the result of
increases in general and administrative costs associated with the increased
volume of passings in this and other regions during 1999. VIC-RMTS-DC continues
to provide services through resale agreements with the ILECs and is dependent on
the ILECs for the efficiency of order processing and installation.

                                      20
<PAGE>

     Depreciation and Amortization

     Depreciation and amortization was $280 in the nine months ended September
30, 1999 compared to $114 in the nine months ended September 30, 1998, an
increase of $166, or 145.6%. The increase is primarily attributable to an
increase in telephone and internet systems resulting from installation of such
equipment.


Liquidity and Capital Resources - VIC-RMTS-DC, LLC
(Dollars in thousands, except per unit data)

     VIC-RMTS-DC has financed its development with $28,710 of contributed equity
by unit holders.

     Cash flows used in operating activities were $7,754 and $8,073 in the nine
months ended September 30, 1999 and nine months ended September 30, 1998,
respectively, a decrease of $319 or 4.0%. This is primarily due to an increase
in accounts payable during the three months ended September 30, 1999. Cash flows
used in operating activities can vary significantly from period to period
depending upon the timing of operating cash receipts and payments, especially
accounts receivable, prepaid expenses and other assets, and accounts payable and
accrued liabilities.

     Net cash used by VIC-RMTS-DC for acquisitions of property and equipment
during nine months ended September 30, 1999 totaled $522, compared to $876 in
the nine months ended September 30, 1998. As of September 30, 1999 VIC-RMTS-DC
had an accumulated deficit of $25,465, and had no cash or cash equivalents.

     Cash flows provided by financing activities were $8,276 and $8,949 in the
nine months ended September 30, 1999 and the nine months ended September 30,
1998, respectively. As of September 30, 1999 VIC-RMTS-DC had no cash or cash
equivalents.

     VIC-RMTS-DC expects significant cash requirements for at least the next
several years due to continued expansion of its customer base and the need to
invest in facilities and equipment to support telephony and internet services.

     VIC-RMTS-DC's future cash requirements will depend on a number of factors
including (i) the rate at which VIC-RMTS-DC secures rights of entry, (ii) the
level of penetration achieved for telephony and internet services and the
pricing of such services, (iii) the rate at which VIC-RMTS-DC deploys telephony
and internet facilities, the cost of equipment required to do so, and its
ability to aggregate traffic onto VIC-RMTS-DC's facilities, (iv) the expansion
to additional markets, if any.

     VIC-RMTS-DC's future results of operations will be materially impacted by
its ability to finance its planned business strategies. VIC-RMTS-DC expects that
its current financing will be sufficient to fund operations through the end of
1999. Additional financing from the sale of the assets of Mid-Atlantic Cable is
anticipated to be available to the Company.


Year 2000 Issue

     The following discussion of the Year 2000 Issue is applicable to both
OnePoint Communications Corp. and its majority-owned subsidiary, VIC-RMTS-DC, as
the subsidiary utilizes and relies upon OnePoint's systems and program related
to the Year 2000 Issue.

     The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

     The Company's Program. The Company has undertaken a program to address the
year 2000 issue with respect to the following: (i) the Company's information
technology and operating and support systems (including its

                                      21
<PAGE>

customer care, trouble tracking, billing and provisioning systems); (ii) the
Company's non-information technology systems; and (iii) certain systems of the
Company's major suppliers and material service providers (insofar as such
systems relate to the Company's business activities with such parties). As
described below, the Company's year 2000 program involves (i) an assessment of
the year 2000 problems that may affect the Company, (ii) the development of
remedies to address the problems discovered in the assessment phase, (iii) the
testing of such remedies and (iv) the preparation of contingency plans to deal
with worst case scenarios.

     Assessment Phase. As part of the assessment phase of its program, the
Company has and will continue to attempt to identify substantially all of the
major components of the systems described above. In order to determine the
extent to which such systems are vulnerable to the year 2000 issue, the Company
continuously evaluates its internal software applications. The Company believes
all internal systems and software have been purchased or developed after 1995
and will thus be year 2000 compliant. From the outset of operations, the
Company's intent has been to procure hardware and software that is year 2000
compliant. The Company has requested year 2000 Compliance statements from the
equipment, billing and communications carriers from which it procures equipment
and services, and has received written confirmation of their compliance or their
intention to become compliant before the year 2000 (although these assurances
are not legally binding). Every piece of computer equipment utilized by the
Company was purchased in new condition after January 1, 1997. The servers are
all either running a version of their operating systems which is certified by
the manufacturer to be year 2000 compliant, or the patch/upgrade has been
identified and the Company is planning the upgrade. Each of the desktop
computers is a Compaq Desk pro-line PC running either Windows 95 or Windows NT
4.0, which, based on the Company's review of manufacturer information contained
on their web site, are compliant according to the manufacturer. The BIOS of each
of these machines has been updated by the Company based on manufacturer
recommendations. The customer care and billing system, provided by CSG, is year
2000 compliant and has been tested by CSG. The telephony provisioning system,
provided by Beechwood Data Systems, is reported to be year 2000 compliant and
has been tested by Beechwood Data Systems. The Company has obtained written
certifications from its underlying local and long distance service providers
that all provisioning applications and interfaces to/from its underlying
carriers will be year 2000 compliant before the year 2000. With respect to the
operation of their network, these local and long distance service providers have
indicated that they have had year 2000 projects underway for several years and
expect to complete all year 2000 upgrades during 1999, with time before year-end
for system testing and quality assurance. The majority of equipment suppliers
have directed the Company to their Internet web sites where they have posted
product information relative to year 2000 compliance. The Company has downloaded
this information and has identified those systems that are compliant, as well as
those systems that will have to be upgraded or replaced to become compliant. The
assurances received by the Company regarding year 2000 compliance are not
legally binding. The Company also relies on the information regarding year 2000
compliance of its local and long distance service providers as supplied to
Public Service Commissions in each state.

     Remediation and Testing Phase. Based on the results of its assessment
efforts, the Company will undertake remediation and testing activities. The
activities conducted during the remediation and testing phase are intended to
address information technology systems and non-information technology systems in
an attempt to demonstrate that this software will be made substantially year
2000 compliant on a timely basis. In this phase, the Company evaluates program
applications and, if a potential year 2000 problem is identified, takes steps to
attempt to remediate the problem and to test the application to confirm that the
remediating changes are effective and have not adversely affected the
functionality of the application. The Company has historically tested systems
utilizing internal resources. Testing is accomplished by setting system clocks
ahead and then running these systems as in real operations. The results have
proven that the customer care and billing system is compliant, the long distance
provisioning software is compliant, and applicable SUN and SCO patches will
bring the UNIX servers up to year 2000 compliance. The lone application
developed internally has been tested and is compliant. In addition to the
individual testing of system components, the Company is testing integrated
systems in order to test year 2000 issues which may arise through a combination
of individual systems. The Company is also exploring extending the integrated
testing with EDI partners.

     Information Technology and Operating and Support Systems. Assessment of
OnePoint Communication's internal use information technology systems (customer
care, trouble tracking, billing, and provisioning systems) is completed.
Renovation and/or testing of these systems are substantially complete, with two
remaining systems to be upgraded by the end of November 1999.

     Interfaces. OnePoint Communications has completed its examination of
external interfaces between OnePoint

                                      22
<PAGE>

Communications and other trading partners and service providers. Requests for
Year 2000 Readiness have been made and responses are being received. Our
investigation to date has not uncovered any reason to believe that our external
interfaces will not continue to operate properly.

     Vendors and Suppliers. The Company has requested Year 2000 Compliance
statements from the equipment, billing and communications carriers from which it
procures equipment and services, and has either received written confirmation of
their compliance or their intention to become compliant before the Year 2000 The
company has obtained written certifications from its underlying local and long
distance service providers that all provisioning that all provisioning
applications and interfaces to/from its underlying carriers will be Year 2000
compliant before the year 2000. With respect to the operation of their network,
these local and long distance providers have indicated that they have had Year
2000 projects underway for several years and expect to complete all Year 2000
upgrades during 1999, with time before year-end for system testing and quality
assurance.

     Contingency Plans. The Company has developed contingency plans to handle
the most reasonably likely worst case year 2000 scenarios. Mission-critical
failure would relate to those systems which are vital to the provision of voice
switching, processing, and transport services to our customers. Examples of
mission-critical systems include those network and essential operating
supporting systems provided and provisioned by OnePoint's underlying carriers
that enable the Company to offer its customers local and long distance switched
telecommunications services. Because the Company operates under a resale
arrangement from what are effectively monopoly providers of certain services, it
has not as yet identified a timely and cost-effective contingency plan in the
event of a pervasive and extended failure by its underlying carriers. If the
underlying systems experience errors short of failure, these errors may prevent
correct billing and/or provisioning of new service to the Company's customers.
If any or all of the Company's internal systems fail, but those of its
underlying carriers do not, then service to existing customers would not be
disturbed, although this failure may prevent correct billing and/or provisioning
of new services. The Company intends to complete its contingency plans after it
has monitored progress made by the communications carriers referred to above.
OnePoint Communications has also addressed the need for Year 2000 specific
contingency plan as part of its overall business continuity planning, with
modifications to the plan where Year 2000 specific exposures are identified. A
Year 2000 task force has been formed for all mission critical operations, which
will provide dedicated personnel to escalate the resolution of any Year 2000
specific matter that may occur. OnePoint Communications has also implemented a
restricted vacation policy for December 1999 and January 2000 to ensure all
mission critical personnel are available if any Year 2000 specific matters
occur.

     Costs Related to the Year 2000 Issue. To date, the Company has incurred no
explicit costs for its year 2000 program, aside from indirect management costs
related to the research of internal and vendors' systems, plans and procedures.
While the Company anticipates relatively low direct costs related to its
internal systems, total costs related to the year 2000 issue will be a function
of its vendors ability to make timely progress toward their year 2000
compliance.

     Risks related to the Year 2000 Issue. Although the Company's year 2000
efforts are intended to minimize the adverse effects of the year 2000 issue on
the Company's business and operations, the actual effects of the issue and the
success or failure of the Company's efforts described above cannot be known
until the year 2000. Failure by the Company or its major suppliers to address
adequately their respective year 2000 issues in a timely manner (insofar as such
issues relate to the Company's business) could have a material adverse effect on
the Company's results of operations and financial condition.


Inflation

     The Company's obligations under the Credit Facility bear interest at
floating rates, and an increase in interest rates could adversely affect, among
other things, the Company's ability to meet its debt service requirements. VIC-
RMTS-DC, LLC is not exposed to inflation.

                                      23
<PAGE>

Impact of New Accounting Pronouncements

     There are no new accounting pronouncements which would have a significant
impact on the financial position, results of operations, or liquidity of the
Company or VIC-RMTS-DC.

     This Form 10-Q contains certain forward-looking statements, including,
without limitation, statements concerning the Company's future financial
position, business strategy, budgets, projected costs and plans and objectives
of management for future operations. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 (which do not apply to initial public offerings). Forward-
looking statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," "should," "plans," or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
These forward-looking statements are subject to a number of risks and
uncertainties, including, without limitation, those related to the Company's
substantial leverage and debt service requirements, the Company's dependence on
significant customers and on certain suppliers, the effects of competition on
the Company, the risks related to environmental, health and safety laws and
regulations, the Company's exposure to foreign sales risk and the cyclicality of
the textile industry, risks related to the year 2000 issue, and the other
factors discussed in the Company's filings with the Securities and Exchange
Commission. Actual results could differ materially from these forward-looking
statements.

                                      24
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

OnePoint Communications Corp. and VIC-RMTS-DC, LLC
(Dollars in thousands, except per unit data)

     The Company's major market risk exposures are to (i) changing interest
rates; (ii) changes in the fair market value of investments in securities; and
(iii) changes in the general economic environment which would negatively impact
the occupancy rates of MDUs. The Company's policy is to manage (i) interest rate
risks through a combination of fixed-rate and variable-rate debt; (ii) acquire
investment grade securities and (a) monitor investments to ensure negative
changes in rating are not permanent (b) liquidate investment prior to incurring
material losses or hold such securities to maturity; and (iii) targeting
operating markets which are geographically diverse. As of September 30, 1999,
the Company's long term debt consisted of fixed rate debt of $82.75 million and
variable rate debt of $8.5 million. The impact also applies to any borrowing
against the additional credit facility of $16,000.

                                      25
<PAGE>

PART II.  OTHER INFORMATION:

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

OnePoint Communications Corp. and VIC-RMTS-DC, LLC

     From time to time, the Company and VIC-RMTS-DC have been and is involved in
various legal proceedings, all of which management believes are routine in
nature and incidental to the conduct of its business. The ultimate legal and
financial liability of the Company and VIC-RMTS-DC with respect to such
proceedings cannot be estimated with certainty, but the Company and VIC-RMTS-DC
believe, based on their examination of such matters, that none of such
proceedings, if determined adversely to the Company or VIC-RMTS-DC, would have a
material adverse effect on their results of operations and financial condition
and their ability to meet their obligations under the Senior Notes.

     On January 15, 1999, the Company, Mid-Atlantic and other related parties
entered into a settlement agreement related to the demand for arbitration made
on August 6, 1998 related to certain disputes under the Mid-Atlantic operating
agreement. The settlement agreement did not have a significant impact on the
Company's financial position, results of operations, or liquidity.

     On March 30, 1999, OnePoint filed a demand for arbitration seeking a
declaratory ruling on the equity ownership of VIC-RMTS-DC. OnePoint believes
that the value of the assets contributed by Mid-Atlantic RMTS Holdings, LLC was
sufficient to give Mid-Atlantic RMTS Holdings, LLC a 5% interest based on
capital contributions though December 31, 1998. The manager of Mid-Atlantic RMTS
Holdings, LLC has suggested that they are entitled to an unspecified, but
higher, equity interest in VIC-RMTS-DC. OnePoint will be entitled only to that
portion of any distributions made by VIC-RMTS-DC corresponding to its percentage
equity ownership therein. On April 5, 1999, Mid-Atlantic Holdings filed its own
demand for arbitration to resolve issues of equity ownership of VIC-RMTS-DC.



Item 2.   Changes in Securities
------------------------------

     None

Item 3.   Defaults upon Senior Securities
----------------------------------------

     In connection with the May 1998 offering of Senior Notes and Warrants, the
Company entered into a Registration Rights Agreement (the "Registration Rights
Agreement") pursuant to which it agreed to file and use its best efforts to
cause to become effective the registration statement relating to an offer to
exchange the Senior Notes for substantially identical notes which are not
subject to restrictions on transfer. The Company filed the registration
statement on September 18, 1998, as required under the Registration Rights
Agreement. The Registration Rights Agreement provides, however, that if the
registration statement has not been declared effective by the Securities and
Exchange Commission on or before November 17, 1998, then liquidated damages will
accrue with respect to the Senior Notes. Such liquidated damages accrue at a
rate of $0.05 per week per $1 principal amount of Senior Notes for the first 90
days beyond November 17, 1998, and thereafter increase by $0.05 per week per $1
outstanding principal amount of the Senior Notes each 90 day period, up to a
maximum of $0.50 per week per $1 principal amount of Senior Notes (all amounts
in the preceding sentence in dollars, not thousands). Liquidated damages ceased
to accrue on August 6, 1999 when the registration statement was declared
effective. The Company accrued $374 in total damages all of which will
be paid by December 1st, 1999.


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

     None

Item 5.   Other Information
---------------------------

                                      26
<PAGE>

     None

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

     (a)  The Company filed herewith the following exhibit:

          27.  Financial Data Schedule.  Filed herewith.


          Additional credit facility agreement

          Amendment to original credit facility

                                      27
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized, on August 13, 1999.


                                    ONEPOINT COMMUNICATIONS CORP.



                                    By: /s/  JOHN D. STAVIG
                                        -----------------------------
                                        John D. Stavig
                                        Chief Financial Officer
                                        (Principal Financial Officer)


                                      28