================================================================================

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


                                    FORM 10-Q

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


[X]      For the Quarterly Period Ended:  March 31, 2000

                                       or

[ ]      Transition Report Pursuant to Section 13 or 15 (D) of The Securities
         Exchange Act of 1934

For the transition period from ..................... to ........................

                        Commission File Number: 333-5753


                           Exigent International, Inc.
             (Exact name of Registrant as specified in its charter)

               Delaware                                          59-3379927
    (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)


                   1830 Penn Street, Melbourne, Florida 32901
               (Address of principal executive offices) (Zip code)


                                  321-952-7550
               (Registrant's telephone number including area code)



         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  outstanding of the registrant's  common stock,
$.01 par value, on March 31, 2000 was 5,927,970.


================================================================================


<PAGE>


                           EXIGENT INTERNATIONAL, INC.

                          QUARTER ENDED MARCH 31, 2000

                                      INDEX


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

<S>           <C>                                                                                                <C>
Item 1.       Financial Statements.                                                                              Page

              Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999                                3

              Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999              5

              Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999              6

              Notes to Consolidated Financial Statements                                                            7

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations.                9

Item 3.       Quantitative and Qualitative Disclosure of Market Risk                                               13

PART II - OTHER INFORMATION

Item 5.       Other Information.                                                                                   14

Item 6.       Exhibit and Reports on Form 8-K                                                                      14

              Signatures                                                                                           15

</TABLE>




<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

                                        EXIGENT INTERNATIONAL, INC.
                                        CONSOLIDATED BALANCE SHEETS

                                                   ASSETS

<TABLE>
<CAPTION>

                                                                      March 31, 2000     December 31, 1999
                                                                       (unaudited)
                                                                    ------------------- ---------------------
CURRENT ASSETS
<S>                                                                     <C>                 <C>
      Cash and cash equivalents                                         $ 1,066,221         $   574,368
      Accounts receivable, pledged                                        4,023,696           2,616,727
      Costs and estimated earnings in excess of
          billings on uncompleted contracts, pledged                      4,864,460           4,790,742
      Prepaid expenses                                                       29,624              42,492
      Income taxes receivable                                             1,094,239             803,188
      Deferred income taxes                                                 336,000             336,000
                                                                    ------------------- ---------------------
      TOTAL CURRENT ASSETS                                               11,414,240           9,163,517
                                                                    ------------------- ---------------------
PROPERTY AND EQUIPMENT
      Cost                                                                6,263,227           6,240,397
      Accumulated depreciation                                           (4,825,838)         (4,699,750)
                                                                    ------------------- ---------------------
      PROPERTY AND EQUIPMENT, NET                                         1,437,389           1,540,647
                                                                    ------------------- ---------------------
OTHER ASSETS
      Software development costs, net                                     4,373,768           4,275,113
      Capitalized patent costs, net                                         110,766             85,116
      Goodwill, net                                                       2,776,432           2,848,220
      Deposits and other assets                                             150,355             103,193
                                                                    ------------------- ---------------------
      TOTAL OTHER ASSETS                                                  7,411,321           7,311,642
                                                                    ------------------- ---------------------
      TOTAL ASSETS                                                      $20,262,950         $18,015,806
                                                                    ================== ======================

</TABLE>


                             See accompanying notes.



<PAGE>



                                        EXIGENT INTERNATIONAL, INC.
                                  CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                       March 31, 2000
                                                                         (unaudited)     December 31, 1999
                                                                       ----------------  -------------------
CURRENT LIABILITIES
<S>                                                                   <C>                <C>
      Line of credit                                                  $   2,645,834      $  2,386,734
      Accounts payable                                                      216,565           715,976
      Accrued payroll and other expenses                                  3,082,939         2,187,690
      Billings in excess of costs and estimated earnings
          on uncompleted contracts                                        1,054,804           891,557
      Income taxes payable                                                   22,834            17,827
      Current portion, long-term debt                                       256,817         1,256,817
      Current portion, subordinated debt                                    250,000           250,000
                                                                       ----------------  -------------------
      TOTAL CURRENT LIABILITIES                                           7,529,793         7,706,601
                                                                       ----------------  -------------------
LONG-TERM LIABILITIES
      Long-term debt, less current portion                                  206,845           268,897
      Subordinated debt, less current portion                               687,500           750,000
      Deferred income taxes                                                 505,000           505,000
                                                                       ----------------  -------------------
      TOTAL LONG-TERM LIABILITIES                                         1,399,345         1,523,897
                                                                       ----------------  -------------------
      TOTAL LIABILITIES                                                   8,929,138         9,230,498
                                                                       ----------------  -------------------

STOCKHOLDERS' EQUITY
      Class A Preferred Shares,  $.01  par value, 5,000,000
      shares  authorized,  15,132  and  68,841  issued  and
      outstanding  at March 31, 2000 and December 31, 1999,
      respectively,
      at $2.50 per share liquidation/dissolution preference                      151              688
      Common  Shares,  $.01  par  value,  40,000,000 shares
      authorized,   5,927,970  and   4,845,149  issued  and
      outstanding  at March 31, 2000 and December 31, 1999,
      respectively                                                            59,280            48,452
      Paid in capital                                                      5,593,971         2,646,445
      Retained earnings                                                    5,680,410         6,089,723
                                                                       ----------------  -------------------
      TOTAL STOCKHOLDERS' EQUITY                                          11,333,812         8,785,308
                                                                       ----------------  -------------------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $  20,262,950     $  18,015,806
                                                                       ================  ===================

</TABLE>


                             See accompanying notes.


<PAGE>



                                        EXIGENT INTERNATIONAL, INC.
                                   CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                            For the three months ended
                                                                       March 31, 2000      March 31, 1999
                                                                         (unaudited)        (unaudited)
                                                                       ----------------  -------------------

<S>                                                                   <C>                <C>
REVENUES                                                              $    10,309,995    $    9,090,881
COST OF SALES                                                               7,550,779         6,698,052
                                                                       ----------------  -------------------
GROSS PROFIT                                                                2,759,216         2,392,829

GENERAL AND ADMINISTRATIVE EXPENSES                                         2,944,611         2,132,500
RESEARCH AND DEVELOPMENT COSTS                                                  7,343             8,881
RESTRUCTURING COSTS                                                           422,803                 -
                                                                       ----------------  -------------------
OPERATING INCOME (LOSS)                                                      (615,541)          251,448
                                                                       ----------------  -------------------
OTHER INCOME (EXPENSE)
      Interest income                                                           1,687            11,291
      Interest expense                                                        (58,438)           (7,482)
      Other, net                                                                1,288             1,461
                                                                       ----------------  -------------------
TOTAL OTHER INCOME (EXPENSE)                                                  (55,463)            5,270
                                                                       ----------------  -------------------
INCOME (LOSS) BEFORE INCOME TAXES                                            (671,004)          256,718

INCOME TAX EXPENSE (BENEFIT)                                                 (261,691)          102,687
                                                                       ----------------  -------------------
NET INCOME (LOSS)                                                      $     (409,313)   $      154,031
                                                                       ================  ===================
EARNINGS (LOSS) PER SHARE - BASIC                                      $        (0.08)   $         0.04
                                                                       ================  ===================
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                                  5,417,135        4,167,878
                                                                       ================  ===================
EARNINGS (LOSS) PER SHARE - DILUTED                                    $         (0.08)            0.03
                                                                       ================  ===================
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                                 5,417,135       5,431,675
                                                                       ================  ===================

</TABLE>

                             See accompanying notes.


<PAGE>



                                        EXIGENT INTERNATIONAL, INC.
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             For the three months ended
                                                                         March 31, 2000     March 31, 1999
                                                                           (unaudited)        (unaudited)
                                                                        ---------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>              <C>
      Net income (loss)                                                 $     (409,313)  $        154,031
                                                                        ---------------  -------------------
      Adjustments to reconcile net income (loss) to net cash provided  (used) by
         operating activities:
      Depreciation and amortization
                                                                               620,291              702,533
      Accretion of unearned stock compensation
                                                                                 8,350                    -
      Changes in operating assets and liabilities:
         Accounts receivable                                                (1,406,969)          (1,158,573)
         Costs and estimated earnings in excess of
            billings on uncompleted contracts                                  (73,718)              47,012
         Prepaid expenses                                                       12,869             (156,727)
         Income taxes receivable                                              (291,052)                   -
         Deposits                                                              (47,162)               2,759
         Accounts payable                                                     (499,411)              35,340
         Accrued expenses                                                      895,250              255,341
         Billings in excess of costs and estimated earnings
            on uncompleted  contracts                                          163,247              570,731
         Income taxes payable                                                    5,008              102,687
                                                                        ---------------  -------------------
      Total adjustments                                                       (613,297)             401,103
                                                                        ---------------  -------------------
NET CASH  PROVIDED (USED) BY OPERATING ACTIVITIES                           (1,022,610)             555,134
                                                                        ---------------  -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash paid for acquisition of capital assets                              (22,831)             (64,302)
      Cash paid for capitalized software development                          (521,070)            (844,888)
      Cash paid for capitalized patent costs                                   (25,650)                   -
                                                                        ---------------  -------------------
NET CASH USED BY INVESTING ACTIVITIES                                         (569,551)            (909,190)
                                                                        ---------------  -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Net borrowings under line of credit                                      259,100              700,000
      Principal payments on long-term debt                                  (1,124,553)             (54,170)
      Proceeds from exercise of stock options and warrants                   2,949,467              181,382
                                                                        ---------------  -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                    2,084,014              827,212
                                                                        ---------------  -------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                      491,853              473,156

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 574,368              429,970
                                                                        ---------------  -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $   1,066,221    $         903,126
                                                                        ===============  ===================
</TABLE>

                             See accompanying notes.

<PAGE>


                           EXIGENT INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  in  response  to  the  requirements  of  Article  10  of
Regulation  S-X.  Accordingly,  they do not contain all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  The condensed  consolidated  financial statements for the
three month  periods ended March 31, 2000 and 1999 are unaudited and reflect all
adjustments  (consisting only of normal recurring adjustments) which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
position  and  operating   results  for  the  interim  periods.   The  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements and notes thereto,  together with management's
discussion  and  analysis of  financial  condition  and  results of  operations,
contained in Exigent  International,  Inc.'s  ("Exigent's"  or the  "Company's")
Annual  Report on Form 10-K for the fiscal year ended  December  31,  1999.  The
results  of  operations  for the  three  months  ended  March  31,  2000 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

NOTE 2 - LINE OF CREDIT

Software  Technology,   Inc.  ("STI"),   Exigent's  primary  subsidiary,  had  a
$5,000,000  line of  credit  available  from a bank as of  March  31,  2000  and
December  31,  1999.  The line of  credit  note  bears  interest  on the  unpaid
principal  balance at a rate per annum  equal to the bank's  prime rate or LIBOR
plus 2.5%.  As of March 31, 2000 and December 31, 1999,  the  outstanding  draws
against the line were $2,645,834 and $2,386,734, respectively. The interest rate
at March 31, 2000 and December 31, 1999 was 8.62% and 8.29%,  respectively.  All
accounts  receivable,  equipment,  furniture  and fixtures of STI are pledged as
collateral on the line of credit.

The weighted  average interest rate on short-term  borrowings  during the period
ended March 31, 2000 was 8.42%.

NOTE 3 - EARNINGS PER SHARE

The following  tables set forth the  computation  of basic and diluted  earnings
(loss) per share for the three months ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>

                                                                      For the three months ended
                                                                   March 31, 2000     March 31, 1999
           Numerator:                                            ------------------ ------------------
             Net income (loss) (numerator for basic
<S>                                                                    <C>                 <C>
                and diluted earnings per share)                        $ (409,313)         $  154,031
                                                                 ================== ==================
           Denominator:
             Denominator for basic earnings per share-
                weighted average  common shares                         5,417,135           4,167,878
             Effect of dilutive securities:
               Convertible preferred stock                                      -             609,882
               Stock options and warrants                                       -             653,915
                                                                 ------------------ ------------------
             Denominator for diluted earnings per share-
                 adjusted weighted average shares                        5,417,135          5,431,675
                                                                 ------------------ ------------------
           Basic earnings (loss) per share                              $   (0.08)           $   0.04
                                                                 ================== ==================
           Diluted earnings (loss) per share                            $   (0.08)           $   0.03
                                                                 ================== ==================

</TABLE>



<PAGE>


In computing  diluted earnings (loss) per share for the three months ended March
31, 2000, 781,055 of common share equivalents were excluded from the computation
because their effects would have been antidilutive.

NOTE 4 - STOCKHOLDERS' EQUITY

The  consolidated  changes in  stockholders'  equity for the three  months ended
March 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                               Class A
                                         Common Stock         Preferred      Paid in    Retained
                                        Shares    Amount    Shares  Amount   Capital    Earnings      Total
                                      --------------------------------------------------------------------------

<S>                                  <C>        <C>        <C>     <C>     <C>         <C>          <C>
BALANCE JANUARY 1, 2000               4,845,149  $48,452    68,841  $  688  $2,646,445  $6,089,723   $ 8,785,308
    Exercise of convertible options     304,486    3,045         -       -     772,544           -       775,589
    Exercise of convertible stock
    warrants                            724,626    7,246         -       -   2,166,632           -     2,173,878
    Class A preferred converted to
    common                               53,709      537   (53,709)   (537)          -           -            -
    Accretion of unearned stock
    compensation                               -       -         -       -       8,350           -        8,350
    Net loss                                   -       -         -       -           -    (409,313)    (409,313)
                                      --------------------------------------------------------------------------

BALANCE MARCH 31, 2000                5,927,970  $59,280    15,132  $  151  $5,593,971  $5,680,410  $11,333,812
                                      ==========================================================================
</TABLE>


NOTE 5 - STOCK OPTIONS

Stock option  activity,  during the three  months  ended March 31,  2000,  is as
follows:


                                                           Weighted Average
                                              Options       Exercise Price
                                          ------------------------------------
 Outstanding - as of December 31, 1999          2,408,272         $      3.34
 Granted                                           10,000                3.69
 Exercised                                       (298,001)               2.53
 Forfeited                                        (46,468)               3.47
                                          ----------------

 Outstanding - end of period                    2,073,803         $      3.46
                                          ====================================

 Exercisable at end of period                   1,528,614

 Weighted-average fair value of
     options granted during the
     period                                     $    3.69


At March 31, 2000, the range of exercise prices and remaining  contractual  life
of  outstanding  options  was  $2.25 to  $4.38  and  2.24  years to 9.53  years,
respectively, with the weighted average at $3.45 and 4.88 years.



<PAGE>


NOTE 6 - ACQUISITIONS

On December 9, 1999,  Exigent  completed  the  acquisition  of GEC North America
Corporation,  ("GEC"), by exchanging cash and subordinated  promissory notes for
all of the voting and non-voting  shares of GEC common stock. The acquisition of
the  assets and  liabilities  was  accounted  for using the  purchase  method of
accounting  whereby the consideration  paid of $3,525,694 was allocated based on
the  fair  values  of the  assets  and  liabilities  acquired  with  the  excess
consideration  over the fair value of tangible  assets  recorded  as  intangible
assets (goodwill).

The  Company's  statement  of  operations  for the quarter  ended March 31, 2000
includes the operations of GEC, while the statement of operations for the period
ended March 31, 1999 does not. The following chart  represents the unaudited pro
forma results of  operations  for the three months ended March 31, 1999 assuming
the  acquisition  of GEC had  occurred  January 1,  1999.  The  results  are not
necessarily  indicative of future operations or what would have occurred had the
acquisition been consummated as of January 1, 1999.

         Total revenue                      $     10,789,513
         Net income                                  239,927
         EPS (diluted)                      $           0.04


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

The following is  management's  discussion and analysis of (i) the  consolidated
financial  condition as of March 31, 2000 as compared with the fiscal year ended
December 31, 1999, and (ii) the consolidated results of operations for the three
months  ended  March 31, 2000 and 1999,  of Exigent  International,  Inc.  ("the
Company") and its subsidiaries: Software Technology, Inc. ("STI"), FotoTag, Inc.
("FotoTag") and Exigent Solutions Group ("ESG").  This discussion should be read
together  with  Exigent's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1999.

General.  Exigent is a  high-technology  company with three core business areas:
command   and   control;    information   technology;   and   digital   wireless
communications.  In each of these business areas, the Company provides  software
products  and  services  business.  The  Company,  through STI, has designed and
deployed satellite command and control and  telecommunications  systems for more
than twenty  years.  We have  provided  ground  control  solutions for dozens of
commercial  and  government  projects,  ranging from a single  spacecraft to the
largest  satellite  constellations.  As  worldwide  demand  for  satellite-based
applications  has increased,  the Company has responded by developing a suite of
commercial-off-the-shelf  ("COTS")  products based on our experience in building
such  systems.  Our  engineers  also  provide  system  integration  support  for
customers throughout the United States. Our projects include some of the world's
largest satellite endeavors,  including the Global Positioning Satellite ("GPS")
System, as well as numerous proprietary projects.

Although  the recent  quarters  reflect a weakness in the  commercial  satellite
business,  the Company  has  continued  to invest  during  these  periods in the
advanced features for its OS/COMET(R)  basic software product.  STI has invested
in excess of $8,000,000 over the last four years in its premier software product
OS/COMET.  This  investment has  facilitated the contract awards that management
believes  would have been otherwise  unattainable.  Continued  expenditures  for
development  of new products is expected to decrease as the Company has recently
completed the newest release of its flagship OS/COMET product and delivered this
to its first customer.  The OS/COMET  product family is available to address the
command and control business of this diverse market,  from single  satellites to
large constellations of satellites.

STI's government  business continues at a strong pace with orders coming in from
both existing and new customers. The backlog as of March 31, 2000 for commercial
and government contracts was $42,955,659, of which $38,529,818 was unfunded.



<PAGE>


The  Company's  information  technology  ("IT")  business  unit,  ESG,  has been
organized expressly for exploitation of the IT market in both the commercial and
the  government  markets.  The GEC  business,  as well  as IT  development  work
currently being performed at the Naval Research  Laboratory ("NRL") are included
in the  ESG  business  area.  In  addition  ESG  will  address  distribution  of
"shrink-wrapped"  middleware  software,  including  ActiveM  and  certain  other
products.

The  newest  business  area is  Exigent's  Digital  Telecom &  Wireless  ("DTW")
business. As a result of our software-defined  radio ("SDR") Domain Manager Tool
Kit being selected by a Raytheon-lead consortium as the backbone for development
of a new generation of digital radio for the U.S.  military in the 21st century,
we  established  a  special  business  unit  to  pursue  opportunities  in  this
technology.  In addition,  the DTW business unit is pursuing other opportunities
in digital wireless technologies for this rapidly expanding market.

Liquidity.  As of March 31, 2000,  Exigent's  ratio of current assets to current
liabilities  increased to 1.5 from 1.2 at December 31, 1999.  This  increase was
due largely to an  increase  in cash and a decrease  in the  current  portion of
long-term debt due to the capital received through the exercise of stock options
and warrants. The sources and uses of cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents)  increased  $491,853 during
the three months ended March 31, 2000.  The increase was due to cash provided by
financing  activities  of  $2,084,014,  cash  used in  investing  activities  of
$569,551 and cash used in operating  activities of  $1,022,610.  The increase in
cash from  financing  activities  from  December  31, 1999 to March 31, 2000 was
primarily the result of proceeds from the exercise of stock options and warrants
of $2,949,467.  By comparison,  Exigent's cash portfolio  increased $473,156 for
the three months ended March 31, 1999. That increase was due to cash provided by
operating activities of $555,134,  cash used in investing activities of $909,190
and cash provided by financing activities of $827,212.

In the three months ended March 31, 2000,  Exigent  acquired  $22,831 of capital
assets  compared to $64,302 in the three months  ended March 31,  1999.  Capital
needs are  expected  to  continue,  but cannot be  quantified  at this time,  as
Exigent intends to remain current with computing  technologies.  Currently,  the
Company has a lease line of credit through  Oliver-Allen  Corporation to finance
any anticipated capital asset requirements.

During the last three fiscal years, the Company has made substantial investments
in the  development of software  products.  The  investments  made for the three
months ended March 31, 2000 were significant,  but declined  significantly  from
the prior  year as the  Company  introduced  several  new  products  during  the
previous fiscal year. In the three months ended March 31, 2000 and 1999, Exigent
spent $521,070 and $844,888,  respectively,  in capitalized software development
costs  primarily  related to several  products.  The decrease in the first three
months of fiscal year 2000 resulted from a reduced effort with only two products
still under  development.  One of these two products was completed at the end of
March, 2000 while the other is scheduled for completion by mid-year.  Investment
in capitalized software development is expected to decline  significantly in the
second quarter and beyond as these products are released.

As of March 31, 2000, Exigent had cumulatively  borrowed $2,645,834 under a line
of credit to fund its operations. The Company reduced long-term and subordinated
debt by  $1,124,553  during the three  months  ended March 31, 2000 to $894,345.
Management  believes  existing  cash,  funds  generated by  operations,  and the
available line of credit will be sufficient to fund Exigent's  current operating
requirements  at least  through  the  fiscal  year  ending  December  31,  2000.
Additional  funds may,  however,  be required to finance any  acquisitions.  The
Company is currently in  discussions  with several  institutions  to finance the
Company's  strategic  plan  and the  associated  acquisitions.  There  can be no
assurance that definitive  arrangements relating to this funding will be entered
into on acceptable  terms.  Should such financing not be available,  the Company
will be required to prioritize its future acquisitions accordingly.



<PAGE>


Results of Operations for the three months ended March 31, 2000 and 1999.  Sales
for the three  months  ended  March 31,  2000 were  $10,309,995,  compared  with
$9,090,881 for the three months ended March 31, 1999, an increase of 13.4%, with
the mix of government and commercial sales having remained  relatively the same.
The  breakdown  between   government  and  commercial  sales  for  each  of  the
three-month periods is as follows:

                     March 31, 2000                March 31, 1999
               -------------------------     -------------------------
   Government    $   8,692,792      84%       $  7,564,444        83%
   Commercial        1,617,203      16%          1,526,437        17%
               ---------------- --------     -------------- ----------
                 $  10,309,995     100%       $  9,090,881       100%
               ================ ========     ============== ==========

The  future  revenue  mix is  expected  to  consist  of a higher  percentage  of
commercial sales with the deployment of our new digital wireless product, Domain
Manager Tool Kit ("DMTK"), as well as the increase in the commercial information
technology business.

Cost of sales as a  percentage  of revenue for the three  months ended March 31,
2000,  at 73%, was  consistent  with the  percentage  for the three months ended
March 31, 1999,  at 74%.  General and  administrative  ("G&A")  expenses for the
three months ended March 31, 2000 were  $3,367,414,  58% or  $1,234,914  greater
than expenses of $2,132,500  for the three months ended 1999.  This increase was
primarily  the  result of the  acquisition  of GEC and its  associated  expenses
equaling  approximately  $490,000,  as well as increased staffing and efforts in
sales and business development totaling approximately $200,000. In addition, the
recently announced restructuring resulted in one-time,  nonrecurring termination
charges of  $422,803.  The G&A expenses are expected to decrease in the upcoming
quarters as the positive effects of the restructuring are realized.

The Company posted a net loss of $409,313 (4.0% of revenue) for the three months
ended March 31, 2000 as compared to income of $154,031 (1.7% of revenue) for the
three months ended March 31, 1999.  This loss was anticipated as a result of the
continued  delay in the  commercial  satellite  business and the  aforementioned
restructuring   charges.   The  loss  before  the  expenses   incurred  for  the
restructuring was $155,630 of which the amortization of intangibles  contributed
$247,065.  Taking  these two items  into  consideration,  the cash  income  from
ongoing operations was $91,435.

OUTLOOK

General and  administrative  ("G&A")  expenses  are expected to decline from the
levels experienced in recent quarters as the effects of the recent restructuring
are realized.  The current staffing,  in addition to the mutiplexing required of
such staff,  positions the Company for the positive  growth  anticipated  in the
next twelve to eighteen months. With the increased emphasis on the deployment of
new products, customer focus and sales and business development,  the Company is
positioned to address the market needs of its diverse customer base.

Management  believes that the benefit  package  offered by Exigent  remains very
competitive  and  should  help to retain  existing  employees  and  attract  new
employees. Company management also believes that it is important to maintain the
benefits at a competitive  level, but to do so and hold costs stable in the face
of the increasing cost of health care will be a management challenge.

The  Company's  current  long-term  business plan is to seek  opportunities  for
growth and diversification of its product and service offerings through internal
growth and acquisitions. To implement its long-term growth strategy, the Company
may need to raise  additional  capital  through  private or public  debt  and/or
equity  financing(s).  There  can  be  no  assurances  that  financing  will  be
attainable at a competitive  rate.  Should the  financing be  unattainable,  the
Company will  prioritize  its  opportunities  in order to implement the business
plan representing the best interests of its shareholders.




<PAGE>


FORWARD-LOOKING STATEMENTS; RISKS AND UNCERTAINTIES

This  Quarterly  Report on Form 10-Q includes and  incorporates  forward-looking
statements  that  are  subject  to a  number  of risks  and  uncertainties.  All
statements,  other than statements of historical  facts included or incorporated
in this report, regarding our strategy,  future operations,  financial position,
estimated  revenues,   projected  costs,  prospects,  plans  and  objectives  of
management are forward-looking statements. Our forward-looking statements relate
to matters regarding our management, technology,  governmental factors, economic
conditions,  retention of employees, integration of acquisitions, Y2K issues and
our competition.  When used herein, the words "will",  "believe",  "anticipate",
"intend",  "estimate",  "expect", "project" and similar expressions are intended
to  identify  forward-looking  statements,   although  not  all  forward-looking
statements  contain these identifying words. We cannot guarantee future results,
levels of activity,  performance or achievements  and investors should not place
undue reliance on our forward-looking statements. Our forward-looking statements
do not  reflect  the  potential  impact  of any  future  acquisitions,  mergers,
dispositions,  joint  ventures or strategic  investments.  Actual  results could
differ materially from those anticipated in these forward-looking  statements as
a result of various factors, including the risks described in "Risk Factors" and
elsewhere.  We do not assume any obligation to update any of the forward-looking
statements we make.

RISK FACTORS

The following is a summary of certain factors that could cause future results to
differ materially from those expressed in these forward looking statements:

o    A  significant  portion  of  our  revenue  is  derived  from  contracts  or
     subcontracts funded by the U.S. government;

o    Our  contracts  that are  funded  by the U.S.  government  are  subject  to
     termination without cause by the
     government;

o    Our contracts and subcontracts  that are funded by the U.S.  government are
     subject to a competitive bidding process;

o    Our  contracts  that are funded by the U.S.  government  are subject to the
     Congressional budget and funding process;

o    The estimated  backlog under our  government  contracts is not  necessarily
     indicative of future revenues;

o    Intense  competition in the satellite ground system industry could harm our
     financial performance;

o    Our major products may not be accepted by the market;

o    Hiring  and  retaining  qualified  technical  personnel  is  difficult  and
     expensive;

o    We depend  upon  attracting  and  retaining a highly  skilled  professional
     staff;

o    We may not be able to adjust  our  fixed  operating  costs if our  revenues
     decline;

o    Our success is dependent on the continued growth of the space industry; and

o    Our operating results may suffer as a result of our dependence on a limited
     number of client projects.


Please refer to the Company's  Annual  Report on Form 10-K,  for the fiscal year
ended  December  31,  1999  that was  filed  with the  Securities  and  Exchange
Commission for a more detailed  discussion of these and other factors that could
impact future results.



<PAGE>


IMPACT OF YEAR 2000

In prior years,  the Company  discussed  the nature and progress of its plans to
become Year 2000 compliant.  In late 1999, the Company completed its remediation
and  testing  of  systems.  As a result  of those  planning  and  implementation
efforts, the Company experienced no significant  disruptions in mission critical
information technology and non-information technology systems and believes those
systems  successfully  responded to the Year 2000 date change. The costs related
to the Year 2000 compliance efforts were funded with cash flows from operations.
In total,  these  costs  were not  substantially  different  from the  Company's
normal,  recurring system development and  implementation  costs. The Company is
not aware of any material problems resulting from Year 2000 issues,  either with
its  products,  its  internal  systems,  or the  products  and services of third
parties.  The Company  will  continue to monitor its mission  critical  computer
applications and those of its suppliers and vendors  throughout the year 2000 to
ensure that any latent Year 2000 matters that may arise are addressed promptly.

Item 3.  Quantitative and Qualitative Disclosure of Market Risk

Not applicable.



<PAGE>


PART II - OTHER INFORMATION

Item 5.  Other Information

         1. Exigent Warrants  previously traded on the Chicago Stock Exchange as
XNTWS and on the NASDAQ SmallCap as XGNTW. Each expired on January 30, 2000.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Number   Exhibit

27       Financial Data Schedule

(b) The Company's Current Reports on Form 8-K:

         A current report on Form 8-K was filed on February 28, 2000  announcing
         it had reevaluated  its intangible  assets and as a result would take a
         one-time,  non-cash  charge  totaling  approximately  $1.4M for the 4th
         Quarter and full-year ended December 31, 1999.

         A current  report on Form 8-K was filed on March 27, 2000  announcing a
         corporate restructuring.



<PAGE>



                                   SIGNATURES

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

                           Exigent International, Inc.



May 5, 2000       By: /s/ B.R. Smedley
-----------           --------------------------------------------------------
Date                  B.R. "Bernie" Smedley, Chief Executive Officer



May 5, 2000       By: /s/ Sally Ball
-----------           --------------------------------------------------------
Date                  Sally Ball, Principal Accounting Officer