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: September 30, 1999

                                       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.)

                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
               (Address of principal executive offices) (Zip code)

                                  407-952-7550
               (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 October 15, 1999 was 4,821,388.


<PAGE>
                                       2


<TABLE>
<CAPTION>


                           EXIGENT INTERNATIONAL, INC.

                        QUARTER ENDED SEPTEMBER 30, 1999

                                      INDEX



PART I - FINANCIAL INFORMATION


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

               Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998                           3

               Consolidated Statements of Income for the Nine Months Ended September 30, 1999 and October           5
               31, 1998

               Consolidated Statements of Income for the Three Months Ended September 30, 1999 and                  6
               October 31, 1998

               Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1999 and               7
               October 31, 1998

               Notes to Consolidated Financial Statements                                                           8

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations.              11

Item 3.        Quantitative and Qualitative Disclosure of Market Risk                                              18


PART II - OTHER INFORMATION


Item 5.        Other Information.                                                                                  19

Item 6.        Exhibits and Reports on Form 8-K.                                                                   19

Signatures                                                                                                         20

</TABLE>


<PAGE>
                                       3



<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements


                                                 EXIGENT INTERNATIONAL, INC.
                                                 CONSOLIDATED BALANCE SHEETS

                                                           ASSETS


                                                                                  September 30, 1999          December 31,
                                                                                     (unaudited)                  1998
                                                                                -----------------------    -------------------
CURRENT ASSETS
<S>                                                                                       <C>                     <C>
      Cash and cash equivalents                                                           $    673,198            $   429,970
      Accounts receivable, pledged                                                           1,971,540              1,873,772
      Costs and estimated earnings in excess of
          billings on uncompleted contracts, pledged                                         5,584,254              5,072,788
      Prepaid expenses                                                                          17,462                 10,677
      Deferred income taxes                                                                    595,000                595,000
      Income taxes receivable                                                                  843,938                843,938
                                                                                -----------------------    -------------------
      TOTAL CURRENT ASSETS                                                                   9,685,392              8,826,145
                                                                                -----------------------    -------------------
PROPERTY AND EQUIPMENT
      Cost                                                                                   6,254,586              6,265,709
      Accumulated depreciation                                                              (4,593,470)            (3,982,347)
                                                                                -----------------------    -------------------
      NET PROPERTY AND EQUIPMENT                                                             1,661,116              2,283,362
                                                                                -----------------------    -------------------
OTHER ASSETS
      Software development costs, net of accumulated amortization                            4,836,691              4,463,729
      Deposits                                                                                  79,412                 74,179
      Cash surrender value of life insurance                                                    17,028                 17,028
                                                                                -----------------------    -------------------
      TOTAL OTHER ASSETS                                                                     4,933,131              4,554,936
                                                                                -----------------------    -------------------
      TOTAL ASSETS                                                                      $   16,279,639           $ 15,664,443
                                                                                =======================    ===================



                                                         See accompanying notes.

</TABLE>


<PAGE>
                                       4



<TABLE>
<CAPTION>


                                               EXIGENT INTERNATIONAL, INC.
                                         CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                          LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                  September 30, 1999          December 31,
                                                                                     (unaudited)                  1998
                                                                                -----------------------    -------------------
CURRENT LIABILITIES
<S>                                                                                       <C>                    <C>
      Line of credit                                                                      $    811,734           $  1,811,093
      Accounts payable                                                                         251,796                227,750
      Accrued expenses                                                                       2,874,362              2,734,200
      Billings in excess of costs and estimated earnings
          on uncompleted contracts                                                             789,424                270,418
      Income taxes payable                                                                     225,658                  5,098
      Current portion, long-term debt                                                          245,786                204,456
                                                                                -----------------------    -------------------
      TOTAL CURRENT LIABILITIES                                                              5,198,760              5,253,015
                                                                                -----------------------    -------------------
LONG-TERM LIABILITIES
      Long-term debt, less current portion                                                     331,627                427,816
      Deferred income taxes                                                                  1,355,000              1,355,000
      Other liabilities                                                                              -                     44
                                                                                -----------------------    -------------------
      TOTAL LONG-TERM LIABILITIES
                                                                                             1,686,627              1,782,860
                                                                                -----------------------    -------------------
      TOTAL LIABILITIES                                                                      6,885,387              7,035,875
                                                                                -----------------------    -------------------
STOCKHOLDERS' EQUITY
      Class A Preferred  Shares,  $.01 par value  5,000,000  shares  authorized,
        68,841 and 609,882 issued and outstanding at September 30, 1999 and
        December 31, 1998, at $2.50 per share liquidation/dissolution preference                   688                  6,099

      Common Shares, $.01 par value, 40,000,000 shares authorized, 4,817,788 and
        4,130,103 issued and outstanding at September 30, 1999 and December 31,
        1998, respectively                                                                      48,179                 41,301
      Paid in capital                                                                        2,427,189              2,012,780
      Retained earnings                                                                      6,918,196              6,568,388
                                                                                -----------------------    -------------------
      TOTAL STOCKHOLDERS' EQUITY                                                             9,394,252              8,628,568
                                                                                -----------------------    -------------------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                          $   16,279,639           $ 15,664,443
                                                                                =======================    ===================

                                                         See accompanying notes.


</TABLE>


<PAGE>
                                       5



<TABLE>
<CAPTION>

                                                  EXIGENT INTERNATIONAL, INC.
                                               CONSOLIDATED STATEMENTS OF INCOME
                                                          (Unaudited)

                                                                                          For the nine months ended
                                                                                  September 30, 1999        October 31, 1998
                                                                                -----------------------    -------------------
<S>                                                                                     <C>                      <C>
REVENUES                                                                                $   27,411,683           $ 25,858,155
COST OF SALES                                                                               20,188,462             19,209,905
                                                                                -----------------------    -------------------
GROSS PROFIT                                                                                 7,223,221              6,648,250

GENERAL AND ADMINISTRATIVE EXPENSES                                                          6,439,644              5,735,978
RESEARCH AND DEVELOPMENT COSTS                                                                 189,368                162,937
                                                                                -----------------------    -------------------
OPERATING INCOME                                                                               594,209                749,335
                                                                                -----------------------    -------------------
OTHER INCOME (EXPENSE)
      Interest income                                                                           20,196                 36,205
      Interest expense                                                                         (37,178)              (133,047)
      Loss on disposal of fixed assets                                                          (6,620)                (1,213)
      Other, net                                                                                12,407                 13,625
                                                                                -----------------------    -------------------
TOTAL OTHER INCOME (EXPENSE)                                                                   (11,195)               (84,430)
                                                                                -----------------------    -------------------
INCOME BEFORE INCOME TAXES                                                                     583,014                664,905

INCOME TAX EXPENSE                                                                             233,206                265,859
                                                                                -----------------------    -------------------
NET INCOME                                                                                $    349,808            $   399,046
                                                                                =======================    ===================
EARNINGS PER SHARE - BASIC                                                                 $      0.08             $     0.10
                                                                                =======================    ===================
EARNINGS PER SHARE - DILUTED                                                               $      0.06             $     0.08
                                                                                =======================    ===================


                                                         See accompanying notes.
</TABLE>


<PAGE>
                                       6



<TABLE>
<CAPTION>

                                                 EXIGENT INTERNATIONAL, INC.
                                              CONSOLIDATED STATEMENTS OF INCOME
                                                           (Unaudited)

                                                                                         For the three months ended
                                                                                  September 30, 1999        October 31, 1998
                                                                                -----------------------    -------------------

<S>                                                                                     <C>                      <C>
REVENUES                                                                                $    9,121,721           $  9,361,584
COST OF SALES                                                                                6,628,571              6,468,321
                                                                                -----------------------    -------------------
GROSS PROFIT                                                                                 2,493,150              2,893,263

GENERAL AND ADMINISTRATIVE EXPENSES                                                          2,078,412              2,614,730
RESEARCH AND DEVELOPMENT COSTS                                                                 164,430                106,301
                                                                                -----------------------    -------------------
OPERATING INCOME                                                                               250,308                172,232
                                                                                -----------------------    -------------------
OTHER INCOME (EXPENSE)
      Interest income                                                                            8,386                 13,109
      Interest expense                                                                         (12,106)               (68,367)
      Loss on disposal of fixed assets                                                          (3,815)                (1,213)
      Other net income (expense)                                                                 6,980                  6,659
                                                                                -----------------------    -------------------
TOTAL OTHER INCOME (EXPENSE)                                                                      (555)               (49,812)
                                                                                -----------------------    -------------------
INCOME BEFORE INCOME TAXES                                                                     249,753                122,420

INCOME TAX EXPENSE                                                                              99,902                 48,941
                                                                                -----------------------    -------------------
NET INCOME                                                                                $    149,851            $    73,479
                                                                                =======================    ===================
EARNINGS PER SHARE - BASIC                                                                 $      0.03             $     0.02
                                                                                =======================    ===================
EARNINGS PER SHARE - DILUTED                                                               $      0.03             $     0.01
                                                                                =======================    ===================


                                                         See accompanying notes.

</TABLE>


<PAGE>
                                       7



<TABLE>
<CAPTION>



                                                EXIGENT INTERNATIONAL, INC.
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (Unaudited)

                                                                                           For the nine months ended
                                                                                  September 30, 1999        October 31, 1998
                                                                                -----------------------    -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                       <C>                     <C>
Net income                                                                                $    349,808            $   399,046
                                                                                -----------------------    -------------------
Adjustments to  reconcile  net income to net cash  provided  (used) by operating
   activities:
      Depreciation and amortization                                                          2,111,105              1,463,114
      Accretion of unearned stock compensation                                                  16,700
      Loss on disposal of Fixed Assets                                                           6,620                  1,984
      Changes in operating assets and liabilities:
         Accounts receivable                                                                   (97,768)            (1,234,853)
         Costs and estimated earnings in
            excess of billings on uncompleted contracts                                       (511,466)            (1,218,605)
         Prepaid expenses                                                                       (6,785)                27,679
         Inventory                                                                                   -                  5,122
         Prepaid income taxes                                                                        -                 (7,066)
         Deposits                                                                               (5,233)               (28,517)
         Accounts payable                                                                       24,046                (88,423)
         Accrued expenses                                                                      140,162                 82,790
         Billings in excess of costs and estimated earnings
            on uncompleted  contracts                                                          519,006               (871,927)
         Income taxes payable                                                                  220,560               (210,365)
         Other liabilities                                                                         (44)                    44
                                                                                -----------------------    -------------------
Total adjustments                                                                            2,416,903             (2,079,023)
                                                                                -----------------------    -------------------
NET CASH  PROVIDED (USED) BY OPERATING ACTIVITIES                                            2,766,711             (1,679,977)
                                                                                -----------------------    -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash paid for acquisition of capital assets                                              (46,091)              (774,679)
      Cash paid for capitalized software development                                        (1,822,350)            (3,408,719)
                                                                                -----------------------    -------------------
NET CASH USED BY INVESTING ACTIVITIES
                                                                                            (1,868,441)            (4,183,398)
                                                                                -----------------------    -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Net payments (borrowings) under line of credit                                          (999,359)             2,200,000
      Principal payments on long-term debt                                                     (54,859)              (270,081)
      Proceeds from exercise of stock options and warrants                                     399,176                362,944
                                                                                -----------------------    -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     (655,042)             2,292,863
                                                                                -----------------------    -------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIV.                                                243,228             (3,570,512)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                 429,970              3,640,508
                                                                                -----------------------    -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                  $    673,198            $    69,996
                                                                                =======================    ===================

                                                         See accompanying notes.
</TABLE>


<PAGE>
                                       8




                           EXIGENT INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

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 and nine-month  periods ended  September 30, 1999 and October 31, 1998 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, 1998. The results of operations for the three and nine months ended
September  30, 1999 are not  necessarily  indicative  of the results that may be
expected for the entire fiscal year.

The Company maintains its records on a calendar year basis. The Company's first,
second and third quarters  normally end on the Friday closest to the last day of
the last month of such quarter,  which was October 1, 1999 for the third quarter
of fiscal 1999. However,  for convenience the financial  statements are dated as
of September 30, 1999.

Certain  prior period  amounts have been  restated to  correspond to the current
period presentation.

NOTE 2 - FISCAL YEAR CHANGE

The  Company  changed its fiscal year to  correspond  with a calendar  year end,
effective December 31, 1998. Previously,  the Company had a January 31 year-end.
The current  fiscal quarter and  nine-month  period ended  September 30, 1999 is
therefore compared to the three and nine months ended October 31, 1998.

NOTE 3 - LINE OF CREDIT

Software  Technology,   Inc.  ("STI"),   Exigent's  primary  subsidiary,  had  a
$5,000,000 and a $3,000,000 line of credit available from a bank as of September
30, 1999 and  December  31,  1998,  respectively.  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 September  30, 1999 and December 31, 1998,
the   outstanding   draws  against  the  line  were  $811,734  and   $1,811,093,
respectively.  The interest rate at September 30, 1999 and December 31, 1998 was


<PAGE>
                                       9




7.88% and 7.56%, 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
nine-month period ended September 30, 1999 was 7.77%.

NOTE 4 - EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per
share for the nine and three  months  ended  September  30, 1999 and October 31,
1998, respectively:

<TABLE>

                                                           For the nine months ended
                                                   September 30, 1999   October 31, 1998
                                                   -------------------  ----------------
Numerator:
  Net income (numerator for basic
<S>                                                  <C>                   <C>
     and diluted earnings per share)                 $    349,808          $   399,046
                                                     ============          ===========
Denominator:
  Denominator for basic earnings per share-
      weighted average  common shares                   4,378,687            4,016,736
Effect of dilutive securities:
    Convertible preferred stock                           437,333              636,472
    Stock options and warrants                            709,714              555,942
                                                     ------------          -----------
  Denominator for diluted earnings per share-
      adjusted weighted average shares                  5,525,734            5,209,150
                                                     ------------         ------------
Basic earnings per share                               $     0.08           $     0.10*
                                                    =============         ============
Diluted earnings per share                             $     0.06           $     0.08
                                                    =============         ============

*Basic  earnings  per  share  for  the  nine  months  ended October 31, 1998 was
restated due to an   error in computation.

</TABLE>


<PAGE>
                                       10



<TABLE>
                                                           For the nine months ended
                                                   September 30, 1999   October 31, 1998
                                                   -------------------  ----------------
Numerator:
  Net income (numerator for basic
<S>                                                  <C>                   <C>
     and diluted earnings per share)                 $    149,851          $    73,479
                                                     ============          ===========
Denominator:
  Denominator for basic earnings per share-
     weighted average common shares                     4,602,584            4,104,499
  Effect of dilutive securities:
     Convertible preferred stock                          251,701              611,395
     Stock options and warrants                           583,810              633,692
                                                     ------------          -----------
  Denominator for diluted earnings per share-
     adjusted weighted average shares                   5,483,095            5,349,586
                                                     ------------         ------------
Basic earnings per share                               $     0.03           $     0.02**
                                                    =============         ============
Diluted earnings per share                             $     0.03           $     0.01
                                                    =============         ============

** Basic  earnings  per share for the three  months  ended  October 31, 1998 was
restated due to an error in computation.

</TABLE>

NOTE 5 - STOCKHOLDERS' EQUITY

The  consolidated  changes in  stockholders'  equity for the nine  months  ended
September 30, 1999 are as follows:

<TABLE>
                                                                                   Additional
                                         Common Stock        Class A Preferred       Paid in      Retained
                                      Shares     Amount      Shares      Amount      Capital      Earnings       Total
                                    ----------------------------------------------------------------------------------------
<S>                                  <C>         <C>          <C>         <C>        <C>          <C>          <C>
BALANCE JANUARY 1, 1999              4,130,103   $ 41,301     609,882     $ 6,099    $2,012,780   $6,568,388   $  8,628,568

Exercise of convertible
 securities                            146,644      1,467           -           -       397,709            -        399,176

Class A preferred converted to
 common                                 541,041      5,411    (541,041)     (5,411)            -                          -

Accretion of unearned
 compensation                                                                             16,700                     16,700

Net Income                                                                                           349,808        349,808
                                    ----------------------------------------------------------------------------------------
BALANCE JUNE 30, 1999                4,817,788   $ 48,179      68,841     $   688    $2,427,189    $6,918,196   $  9,394,252
                                    ========================================================================================
</TABLE>

Class A Preferred   Stock  converts 1:1  to Common Stock and has no preferential
treatment except for a liquidation preference.


<PAGE>
                                       11




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 September  30, 1999 as compared  with the fiscal year
ended  December 31, 1998;  (ii) the  consolidated  results of operations for the
nine  months  ended  September  30, 1999 and  October  31,  1998;  and (iii) the
consolidated results of operations for the three months ended September 30, 1999
and October 31, 1998, of Exigent and its subsidiaries: Software Technology, Inc.
("STI"),  FotoTag, Inc. ("FotoTag") and Middleware  Solutions,  Inc. ("M/Ware").
This discussion  should be read together with Exigent's Form 10-K for the fiscal
year ended December 31, 1998.

General.  In 1994, STI obtained its first significant  commercial  contract from
Motorola,  Inc. to provide satellite ground station software for a constellation
of satellites  that provides a direct link with portable  handsets for worldwide
telephone  service (the  "Iridium"  system).  The Motorola  multi-year  contract
allowed STI to leverage its technology  into the commercial  arena. In 1996, STI
was awarded a contract to provide  similar  software for the Global  Positioning
Satellite (GPS) System.

Although this fiscal year reflects a lull in the Company's  commercial satellite
business,  the Company  continued to invest during these periods in the advanced
features for its OS/COMET(R)  product and to a lesser extent the next generation
Windows(R)  NT  version  of  OS/COMET.  As  a  result  of  this  investment  and
development,  the Company  received a contract award for DataLynx,  a commercial
satellite  project with Allied  Signal  Technical  Services for software for the
control center and ground stations of the DataLynx Project and delivered Calypso
Pro(TM), a NT product, to a government customer in the first quarter of 1999. In
addition, the Company continues to invest in product development.

STI has  invested  in  excess of  $6,500,000  over the last  three  years in its
premier  software  product  OS/COMET.  This investment  facilitated the contract
awards  that  management  believes  would  have  been  otherwise   unattainable.
Continued  expenditures  for  development  of new products is expected,  and the
Company has recently  been active in  developing  proposals  for new  commercial
products as well as satellite constellations.

STI's government  business continues at a strong pace with orders coming in from
both  existing  and new  customers.  The  backlog as of  September  30, 1999 for
commercial and government  contracts was  $52,110,760,  of which  $45,896,840 is
unfunded. The award of DataLynx represents a significant new commercial contract
for the Company, representing software product sales in excess of $500,000 and a
role in this new commercial  venture in anticipation  of greater  outsourcing by
the U.S.  Government.  The Company received a significant  contract award from a
new proprietary customer.  This  multimillion-dollar  contract will include both
development work as well as software products.


<PAGE>
                                       12




Exigent  has  completed   development  of  its  commercial   software   product,
FotoTag(R),  after  investing in excess of $1,000,000 over the past three fiscal
years for this product  development.  Management  continues  the  marketing  and
promotion  of this  product with  testing  scheduled  with the Federal  Aviation
Administration  and an  international  airline  to  commence  during  the fourth
quarter of fiscal year 1999.  FotoTag is  currently  being  marketed for airport
security and baggage and passenger reconciliation.

The  Company's  new  subsidiary,   M/Ware,  was  initially   organized  for  the
development and distribution of middleware  software,  including  Interplay(TM),
and certain other  products.  Interplay was released in beta version on July 27,
1999, with the final product released on October 1, 1999.

The Company  believes that its  investments in OS/COMET and its product  family,
including  Pluto(TM),  Calypso(TM),  Calypso Pro, the Integrated  Control Center
(ICC)(TM) and OS/COMET Solo(TM),  the Active Tracking Engine (ATE),  FotoTag and
Interplay, as well as continuing product development have positioned the Company
for sales in the remainder of 1999 and beyond.

Liquidity.  As of  September  30,  1999,  Exigent's  ratio of current  assets to
current  liabilities  increased  to 1.9  from 1.7 at  December  31,  1998.  This
increase  was due  largely  to a  $1,000,000  payment on the  Company's  line of
credit. The sources and uses of cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents)  increased  $243,228 during
the nine months ended  September 30, 1999. The increase was due to cash provided
by operating  activities  of  $2,766,711,  cash used in investing  activities of
$1,868,441  and cash used in financing  activities of $655,042.  The increase in
cash from operating  activities from December 31, 1998 to September 30, 1999 was
primarily the result of the sale of Company  products in both the  commercial as
well as the  government  sector of the  business  and the noncash  impact of the
depreciation and amortization of assets.  During this time, the Company invested
approximately  $450,000 in the ongoing  support of the strategic  agreement with
Motorola SATCOM  projects.  This investment is intended to help position Exigent
for sales to future commercial satellite projects. By comparison, Exigent's cash
portfolio  decreased  $3,570,512  during the nine months ended October 31, 1998.
The decrease was due to cash used by operating  activities of  $1,679,977,  cash
used in  investing  activities  of  $4,183,398  and cash  provided by  financing
activities of $2,292,863.

In the nine months ended September 30, 1999, Exigent acquired $46,091 of capital
assets  compared to $774,679 in the nine months ended October 31, 1998.  Capital
needs are  expected  to  continue  as  Exigent  intends to remain  current  with
computing technologies. This need cannot be quantified at this time however, the
need will be funded  primarily  through  operating  leases set up with  external
leasing  companies.  Currently,  the Company has a lease line of credit  through
Oliver-Allen  Corporation  with a funding  limit of  $800,000.  The leases  will
extend for a period of three years from each draw  against  the  funding  limit.
Through the nine-month  period ended September 30, 1999,  Exigent had drawn down
approximately  $797,078  against  this lease line of credit.  An increase to the
lease line is currently being discussed to finance future needs.


<PAGE>
                                       13




During the last three fiscal years the Company has made substantial  investments
in the  development  of software  products.  The  investments  made for the nine
months ended September 30, 1999 although  significant  were greatly reduced from
the prior year as the Company  rolled out several new products and completed its
investment in the strategic  agreement with  Motorola.  In the nine months ended
September  30,  1999  and  October  31,  1998,   Exigent  spent  $1,822,350  and
$3,408,719,   respectively,  in  capitalized  software  development  costs.  The
decrease  in the  first  nine  months  of fiscal  year  1999  resulted  from the
completion  and rollout of product  additions  for the OS/COMET  product  family
including  Pluto,   Calypso  and  the  Integrated   Control  Center  (ICC).  The
development of its newest product,  Interplay, was completed in October of 1999.
M/Ware  was  initially   organized  for  the  development  and  distribution  of
middleware software and certain other products.  M/Ware is still responsible for
Interplay  as  well as  other  products  and  information  technology  services.
Investment in capitalized  software  development is expected to continue through
the end of this calendar year at the current level.

As of September 30, 1999,  Exigent had cumulatively  borrowed $811,734 under the
line of credit to fund its  operations.  The Company  reduced  long-term debt by
$153,142  during  the nine  months  ended  September  30,  1999 to  $153,513  at
September 30, 1999 while  increasing its long-term  lease  obligation by $56,952
for a net decrease in long-term debt of $96,190.  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, 1999 and into the new fiscal  year.  Additional
funds may be required to finance any acquisitions  and major project  start-ups.
The Company is currently in  discussions  with  several  institutions  to obtain
financing for general corporate purposes,  including acquisitions.  There can be
no  assurance  that  definitive  arrangements  relating to this  funding will be
finalized or entered into on  acceptable  terms.  Should such  financing  not be
available, the Company will prioritize its future activities accordingly.

Results of Operations  for the nine months ended  September 30, 1999 and October
31, 1998.  Sales for the nine months ended September 30, 1999 were  $27,411,683,
compared  with  $25,858,155  for the nine  months  ended  October 31,  1998,  an
increase  of 6%,  and  the  mix  of  government  and  commercial  sales  changed
significantly. The breakdown between government and commercial sales for each of
the nine-month periods is as follows:


                September 30, 1999                  October 31, 1998
                -------------------                -------------------

   Government   $    23,689,661           86%       $     20,201,503         78%
   Commercial         3,722,022           14%              5,656,652         22%
                ================      ========     =================     =======
                $    27,411,683          100%       $     25,858,155        100%
                ================      ========     =================     =======


This revenue mix could move back to a higher  percentage of commercial  sales if
the Company is awarded new commercial  satellite  projects.  These projects have
been  delayed  because  they often are in need of funding and support  from both
vendors and investors.

Gross profit was up in line with the increase in revenue at  $7,223,221  (26% of
sales) compared to $6,648,250 (26% of sales) for the nine months ended September
30, 1999 and October 31, 1998,  respectively.  This increase in gross profit was
the result of an increase  in product  sales in excess of  $1,000,000  partially
offset by the  increase in product  amortization  of $579,243  from  $870,145 to
$1,449,388.


<PAGE>
                                       14




General and administrative expenses for the nine months ended September 30, 1999
were  $6,439,644,  12% or $703,666  greater than expenses of $5,735,978  for the
nine months  ended  October 31,  1998.  This  increase  was due  primarily to an
increase in marketing expenses of $350,000 resulting from the release of several
new  products  (OS/ICC,  Calypso,  Pluto  and  Interplay),  attendance  at  more
tradeshows  than the previous  year, and the marketing  expenditures  associated
with the FotoTag  product.  In addition,  there was an increase of approximately
$400,000 of labor and related  indirect cost associated  with the  establishment
and staffing of a Chief  Technical  Office within the Company.  These  increases
were  partially  offset  by  a  decrease  in  labor  in  several  corporate  G&A
organizations of approximately $50,000.

Research and  development  expenses for the nine months ended September 30, 1999
increased  slightly from the first nine months of last year as the Company began
investing in new  products.  Research and  development  expenses are expected to
level off in the fourth  quarter of 1999 as the Company  moves from the research
phase into the development phase with these new products.

Net income  decreased  slightly to $349,808  (1.3% of sales) for the nine months
ended  September  30, 1999 versus  $399,046  (1.5% of sales) for the nine months
ended  October 31, 1998.  This decrease was due primarily to the increase in G&A
expenses.

Results of Operations for the three months ended  September 30, 1999 and October
31, 1998.  Sales for the three months ended September 30, 1999 were  $9,121,721,
compared with $9,361,584 for the three months ended October 31, 1998, a decrease
of 3%, and the mix of government and commercial sales changed significantly. The
breakdown  between  government and commercial  sales for each of the three-month
periods is as follows:


               September 30, 1999                October 31, 1998
               -------------------              -------------------

   Government   $    8,241,449        90%       $     7,785,481              83%
   Commercial          880,271        10%             1,576,103              17%
               ================     ========    =================       ========
                $    9,121,720       100%       $     9,361,584             100%
               ================     ========    =================       ========


This revenue mix is expected to move back to a higher  percentage  of commercial
sales following the award and start-up of new commercial satellite projects.

Gross profit was down  significantly  at $2,493,150  (27% of sales)  compared to
$2,893,263  (31% of sales) for the three  months  ended  September  30, 1999 and
October 31,  1998,  respectively.  This  decrease was due to the increase in the
amortization  expense associated with product development of $192,983 during the
quarter  ended  September  30,  1999.  In addition,  the revenue  posted for the
quarter ended  October 31, 1998  included a year to date  adjustment of $681,000
associated  with the change in the  presentation  of revenue  from  estimated to
actual indirect expenses.


<PAGE>
                                       15




General and  administrative  expenses for the three months ended  September  30,
1999 were  $2,078,412,  21% or $536,318 less than expenses of $2,614,730 for the
three  months  ended  October  31,  1998.  The  decrease  was due largely to the
adjustment  from  estimated  G&A  expenses  to actual  G&A.  This  change in the
presentation  of expenses was done for the year to date  expenses in the quarter
ended October 31, 1998.

Net income  increased  significantly  to $149,851  (1.6% of sales) for the three
months  ended  September  30, 1999  compared to $73,479  (0.8% of sales) for the
three months ended  October 31, 1998.  This  increase was due to the decrease in
the G&A expenses.

SUBSEQUENT EVENTS

On October 7, 1999 the Company announced a corporate  reorganization  into three
business units: STI, space and defense services;  FotoTag,  airport  operations;
and a new  information  technology unit which will include a service element and
M/Ware as its product element.  This new structure  enhances  Exigent's focus on
developing and supporting its leading products and technical  services for these
three distinct marketplaces.

OUTLOOK

General and administrative  expenses are expected to stabilize at current levels
as the  current  staffing  has  positioned  the  Company to grow and  support an
increased  volume of business and employees.  In addition,  the current level of
expenditures  included the cyclical cost  associated with the  concentration  of
four trade shows in February and March 1999 along with the outside  professional
services supporting issues addressed at the annual shareholder's meeting.

Management believes that the employment benefits offered by Exigent remain above
the level of its competition and should help to retain existing employees and to
attract new employees. Overhead costs for benefits are expected to decrease as a
percentage  of total  labor for the fiscal  year  ending  December  31,  1999 as
compared to the eleven months ended December 31, 1998 with the adjustments  made
earlier  in the  year  in the  structure  of the  benefits  offered.  Management
believes that it is important to maintain the benefits at the current 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  capital  through  private  or  public  debt  and/or  equity
financing(s).  The Company's  application to the Nasdaq Stock Market for listing
on the Nasdaq  SmallCap Market was approved during the first quarter and trading
on the Nasdaq  SmallCap  Market in both the Company  Common  Stock and  Warrants
began on March 1, 1999 under the symbols "XGNT" and "XGNTW",  respectively.  The
company's  Warrants  will expire on January 31, 2000.  Assuming our Common Stock
continues  to trade at a price which is higher than the  exercise  price for the
Warrants the Company anticipates cash raised from the purchase of the underlying
shares to accelerate in the last quarter of 1999 and the first quarter of 2000.




<PAGE>
                                       16






FORWARD-LOOKING STATEMENTS; RISKS AND UNCERTAINTIES

Statements  contained  in this  Form  10-Q  that are not  historical  facts  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify  forward-looking  statements.  Such forward-looking  statements involve
known and unknown  risks,  uncertainties,  and other factors which may cause the
actual results,  performance or achievements of the Company or events, or timing
of events, relating to the Company to differ materially from any future results,
performance  or  achievements  of the  Company or  events,  or timing of events,
relating to the Company expressed or implied by such forward-looking statements.
The more  prominent  known risks and  uncertainties  inherent  in the  Company's
business are presented in condensed form below.  However, not all possible risks
and  uncertainties to which the Company is subject are referenced below, nor can
it be assumed that there are not other risks and uncertainties which may be more
significant to the Company. The reader is referred to the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (SEC) on
June 14, 1999 and  declared  effective  on June 25,  1999,  for a more  detailed
discussion of these risks and uncertainties.

Risks Related to the Company

o    The failure of the market to accept our key  products may result in reduced
     revenue and capital available for future product development.
o    The  existence or  sufficiency  of customer  funding for our  contracts may
     cause our quarterly  results to fluctuate  and  adversely  affect our stock
     price.
o    Since we rely heavily on US government  entities for a substantial  portion
     of our revenues, our financial results may be materially adversely affected
     by a decrease in US government expenditures for space-related programs.
o    Since we rely on a small  number of  customers  for a large  portion of our
     commercial revenue,  the loss of one or more of these major customers could
     have a material adverse effect on our financial results.
o    Customers may  discontinue  purchases  from us as a result of pressure from
     other divisions within their organization which compete against us.
o    Since  our  products  are used in high cost  production  and  operation  of
     satellites, the amount of damages for which we may be liable due to defects
     in our products may be significant.
o    The  length of our sales  cycle  increases our costs and increases the risk
     that we may not ultimately  procure  contracts.
o    We  may  incur  substantial  legal expenses and diversion of our  technical
     and  management  personnel  in  protecting  our  proprietary rights against
     infringement by others.
o    We may incur  substantial  legal  and  indemnification  expenses  if we are
     accused of infringing or misappropriating the proprietary rights of others.


<PAGE>
                                       17




o    Our  revenues  could  decrease  if we are  unable to license technology and
     software required to produce our products and deliver our services.
o    Competition  for  and  failure  to hire qualified  technical  personnel may
     result in higher costs and lower revenue.
o    We  may  incur  unexpected costs in connection with  correcting  Year  2000
     problems.
o    Our  anti-takeover  provisions  may discourage a third party from acquiring
     our shares at a favorable price.
o    If  we  fail  to  estimate accurately  our  actual  costs  for  fixed price
     contracts,  we may incur  losses  on these  contracts.
o    If we are  unable to  obtain  additional financial  resources we may not be
     able to implement our product development and growth plans.
o    Default on  loan agreements  may accelerate loan repayments, causing a cash
     shortfall.
o    Anticipated acquisitions may be delayed or not achievable.
o    Results  from  anticipated  acquisitions  may be  less  than  expected  and
     integration of acquisitions  may prove more difficult and/or expensive than
     anticipated.

Risks Related to the Industry

o    Because  most of our  customers  are  engaged  in the space  industry,  our
     financial results and stock price could be materially adversely affected if
     this industry does not continue to grow.
o    We operate in an industry with rapidly-changing  technology.  If we fail to
     adapt to technological  changes within the industry our products may become
     obsolete or unmarketable, which could have a material adverse effect on our
     financial results.
o    Intense  competition  for  limited number of customers may cause us to lose
     projects or result in decreased revenues.
o    Our  customers  in  the  satellite  and   telecommunications  industry  are
     subject  to  significant  US  and  foreign government regulation including,
     without limitation, export controls. Changes in these regulations  may make
     our  products  or  services  unsuitable for a customer's needs or otherwise
     decrease demand for our products of services.

Year 2000 Issues

Some existing  computer  programs will be unable to recognize  dates properly in
the Year 2000  ("Y2K") and beyond.  During 1997,  Exigent  conducted an informal
study  of  its  products,  systems  and  operations,  including  products  under
development,  to improve their business functionality,  to identify those of its
computer  hardware,  software and process  control  systems that do not properly
recognize  dates after  December  31,  1999,  and those that are linked to third
parties'  systems.  Based on this informal  study,  Exigent  recognized that the
OS/COMET  product  required  certain  modifications  to be Y2K compliant.  Those
modifications  have been made to the software  and are  available in the current
release,  Version 3.5.  Exigent has also initiated  communications  with certain
third parties whose computer systems'  functionality  could adversely impact the
Company.  These  communications,  which the Company  completed  during the third
quarter of 1999, will  facilitate  coordination of any necessary Y2K conversions
and will,  additionally,  permit  Exigent to  determine  the extent to which the
Company may be  vulnerable  to the failure of third parties to address their own
Y2K issues. The Company completed its review of all desktop-computing  resources


<PAGE>
                                       18




during the third quarter of 1999.  Due to the fact that the Company  believes it
has secured  sufficient  resources to address the Y2K issue as it relates to its
own  computer  systems  and  certain  third  parties  whose  computer   systems'
functionality  could adversely impact the Company,  the Company does not believe
that  contingency  planning is warranted at this time. The results of its review
of all desktop-computing  resources may reveal the need for contingency planning
at a later date.  The Company will  evaluate the need for  contingency  planning
based on the progress and findings of its review.

The costs of Exigent's Y2K  compliance  efforts are being funded with cash flows
from  operations.  Some of these  costs  relate  solely to the  modification  of
existing  systems,  while others are for new systems that will improve  business
functionality.  In total,  these  costs  are not  expected  to be  substantially
different  from the  normal,  recurring  costs  that are  incurred  for  systems
development  and  implementation,  in part due to the  reallocation  of internal
resources and the deferral of other projects.  As a result,  these costs are not
expected  to have a material  adverse  effect on  Exigent's  overall  results of
operations or cash flows.

The  assessment  of the  costs  of  Exigent's  Y2K  compliance  effort,  and the
timetable for the Company's planned completion of its own Y2K modifications, are
management's   best   estimates.   These  estimates  were  based  upon  numerous
assumptions  regarding future events,  including assumptions as to the continued
availability of certain resources, and, in particular,  personnel with expertise
in this  area,  and as to the  ability  of such  personnel  to locate and either
re-program or replace,  and test, all affected computer  hardware,  software and
process control systems in accordance with the Company's planned schedule. There
can be no guarantee that these estimates will prove accurate, and actual results
could differ from those estimated if these assumptions prove inaccurate.

Based upon progress to date, however,  Exigent believes that it is unlikely that
the foregoing  factors will cause actual  results to differ  significantly  from
those  estimated.  As to the  systems  of the third  parties  that are linked to
Exigent's,  there  can be no  guarantee  that  such  systems  that  are  not now
Y2K-compliant will be timely converted to compliance. Additionally, there can be
no  guarantee  that  third  parties  of  business  importance  to  Exigent  will
successfully  and  timely  reprogram  or  replace,  and  test,  all of their own
computer hardware, software and process control systems.

Item 3.  Quantitative and Qualitative Disclosure of Market Risk

Not applicable.




<PAGE>
                                       19






PART II - OTHER INFORMATION

Item 5.  Other Information

1.       Exigent  Warrants  currently  trading on the Chicago Stock  Exchange as
         XNTWS and on the Nasdaq  SmallCap  as XGNTW will  expire on January 30,
         2000.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Number   Exhibit
------   -------
10       Loan Agreement dated August 12, 1999 between Software Technology, Inc.,
         Exigent International, Inc., FotoTag, Inc. and The Huntington  National
         Bank

27       Financial Data Schedule

(b)      Reports on Form 8-K:

         None




<PAGE>
                                       20







                                   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.


November 5, 1999   By:             /s/ B.R. Smedley
----------------       --------------------------------------------------------
Date                      B.R. "Bernie" Smedley, Chief Executive Officer



November 5, 1999   By:             /s/ Jeffery B. Weinress
----------------       --------------------------------------------------------
Date                      Jeffery B. Weinress, Chief Financial Officer


November 5, 1999   By:             /s/ Sally H. Ball
----------------       --------------------------------------------------------
Date                      Sally H. Ball, Principal Accounting Officer