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: June 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 July 20, 1999 was 4,525,091.


<PAGE>
<TABLE>
<CAPTION>


                                             EXIGENT INTERNATIONAL, INC.

                                             QUARTER ENDED JUNE 30, 1999

                                                       INDEX




PART I - FINANCIAL INFORMATION

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

               Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998                                4

               Consolidated Statements of Income for the Six Months Ended June 30, 1999 and July 31, 1998           6

               Consolidated Statements of Income for the Three Months Ended June 30, 1999 and July 31,              7
               1998

               Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999 and July 31,            8
               1998

               Notes to Consolidated Financial Statements                                                           9

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

Item 3.        Quantitative and Qualitative Disclosure of Market Risk                                              19


PART II - OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security Holders                                                 20

Item 5.        Other Information.                                                                                  21

Item 6.        Exhibits and Reports on Form 8-K.                                                                   21

Signatures                                                                                                         22


</TABLE>

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

<TABLE>
<CAPTION>


                                                  EXIGENT INTERNATIONAL, INC.
                                                  CONSOLIDATED BALANCE SHEETS

                                                            ASSETS


                                                                                      June 30, 1999            December 31,
                                                                                       (unaudited)                 1998
                                                                                    -------------------    ---------------------
CURRENT ASSETS
<S>                                                                                         <C>                     <C>
       Cash and cash equivalents                                                            $  858,797              $   429,970
       Accounts receivable, pledged                                                          3,137,930                1,873,772
       Costs and estimated earnings in excess of
           billings on uncompleted contracts, pledged                                        4,869,374                5,072,788
       Prepaid expenses                                                                         42,234                   10,677
       Deferred income taxes                                                                   595,000                  595,000
       Income taxes receivable                                                                 843,938                  843,938
                                                                                    -------------------    ---------------------
       TOTAL CURRENT ASSETS                                                                 10,347,273                8,826,145
                                                                                    -------------------    ---------------------

PROPERTY AND EQUIPMENT
       Cost                                                                                  6,344,289                6,265,709
       Accumulated depreciation                                                            (4,443,439)              (3,982,347)
                                                                                    -------------------    ---------------------
       NET PROPERTY AND EQUIPMENT                                                            1,900,850                2,283,362
                                                                                    -------------------    ---------------------
OTHER ASSETS
       Software development costs, net of accumulated amortization                           4,799,952                4,463,729
       Deposits                                                                                 70,491                   74,179
       Cash surrender value of life insurance                                                   17,028                   17,028
                                                                                    -------------------    ---------------------
       TOTAL OTHER ASSETS                                                                    4,887,471                4,554,936
                                                                                    -------------------    ---------------------
       TOTAL ASSETS                                                                       $ 17,135,594             $ 15,664,443
                                                                                    ===================    =====================


                                                      See accompanying notes.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                                                  EXIGENT INTERNATIONAL, INC.
                                            CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                             LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                      June 30, 1999            December 31,
                                                                                       (unaudited)                 1998
                                                                                    -------------------    ---------------------
CURRENT LIABILITIES
<S>                                                                                        <C>                     <C>
       Line of credit                                                                      $ 2,211,093             $  1,811,093
       Accounts payable                                                                        155,506                  227,750
       Accrued expenses                                                                      3,038,422                2,734,200
       Billings in excess of costs and estimated earnings
           on uncompleted contracts                                                            632,135                  270,418
       Income taxes payable                                                                    131,517                    5,098
       Current portion, long-term debt                                                         204,456                  204,456
                                                                                    -------------------    ---------------------
       TOTAL CURRENT LIABILITIES                                                             6,373,129                5,253,015
                                                                                    -------------------    ---------------------

LONG-TERM LIABILITIES
       Long-term debt, less current portion                                                    313,004                  427,816
       Deferred income taxes                                                                 1,355,000                1,355,000
       Other liabilities                                                                             -                       44
                                                                                    -------------------    ---------------------
       TOTAL LONG-TERM LIABILITIES                                                           1,668,004                1,782,860
                                                                                    -------------------    ---------------------

       TOTAL LIABILITIES                                                                     8,041,133                7,035,875
                                                                                    -------------------    ---------------------

STOCKHOLDERS' EQUITY
       Class A Preferred  Shares,  $.01 par value 5,000,000  shares  authorized,
         318,548  and  609,882  issued  and  outstanding  at June  30,  1999 and
         December 31, 1998,at $2.50 per share liquidation/dissolution preference                 3,185                    6,099

       Common Shares,  $.01 par value,  30,000,000 shares authorized,  4,509,637
         and 4,130,103  issued and outstanding at June 30, 1999 and December 31,
         1998,respectively                                                                      45,097                   41,301
       Paid in capital                                                                       2,277,834                2,012,780
       Retained earnings                                                                     6,768,345                6,568,388
                                                                                    -------------------    ---------------------
       TOTAL STOCKHOLDERS' EQUITY                                                            9,094,461                8,628,568
                                                                                    -------------------    ---------------------
       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                           $ 17,135,594             $ 15,664,443
                                                                                    ===================    =====================


                                                      See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>




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

                                                                                            For the six months ended ended
                                                                                      June 30, 1999           July 31, 1998
                                                                                      -------------           -------------

<S>                                                                                       <C>                      <C>
REVENUES                                                                                  $ 18,289,962             $ 16,496,571
COST OF SALES                                                                               13,559,891               12,741,584
                                                                                     ------------------       ------------------
GROSS PROFIT                                                                                 4,730,071                3,754,987

GENERAL AND ADMINISTRATIVE EXPENSES                                                          4,361,232                3,121,248
RESEARCH AND DEVELOPMENT COSTS                                                                  24,938                   56,636
                                                                                     ------------------       ------------------
OPERATING INCOME                                                                               343,901                  577,103
                                                                                     ------------------       ------------------
OTHER INCOME (EXPENSE)
       Interest income                                                                          11,810                   23,096
       Interest expense                                                                        (25,072)                 (64,680)
       Loss on disposal of fixed assets                                                         (2,805)                        -
       Other, net                                                                                5,427                    6,966
                                                                                     ------------------        -----------------
TOTAL OTHER INCOME (EXPENSE)                                                                   (10,640)                 (34,618)
                                                                                     ------------------        -----------------
INCOME BEFORE INCOME TAXES                                                                      333,261                  542,485

INCOME TAX EXPENSE                                                                              133,304                  216,918
                                                                                     ------------------        -----------------
NET INCOME                                                                                   $  199,957              $   325,567
                                                                                     ==================        =================
EARNINGS PER SHARE - BASIC                                                                   $     0.05              $      0.08
                                                                                     ==================        =================
EARNINGS PER SHARE - DILUTED                                                                 $     0.04              $      0.06
                                                                                     ==================        ==================

                                                     See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>





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

                                                                                            For the three months ended
                                                                                        June 30, 1999           July 31, 1998
                                                                                    -------------------    ---------------------

<S>                                                                                        <C>                     <C>
REVENUES                                                                                   $ 9,199,081             $  8,811,196
COST OF SALES                                                                                6,861,839                6,686,789
                                                                                    -------------------    ---------------------
GROSS PROFIT                                                                                 2,337,242                2,124,407

GENERAL AND ADMINISTRATIVE EXPENSES                                                          2,228,732                1,708,040
RESEARCH AND DEVELOPMENT COSTS                                                                  16,057                    8,370
                                                                                    -------------------    ---------------------
OPERATING INCOME                                                                                92,453                  407,997
                                                                                    -------------------    ---------------------

OTHER INCOME (EXPENSE)
       Interest income                                                                             519                   14,487
       Interest expense                                                                        (17,590)                 (48,716)
       Loss on disposal of fixed assets                                                         (2,805)                        -
       Other net income (expense)                                                                3,966                    6,966
                                                                                    -------------------    ---------------------
TOTAL OTHER INCOME (EXPENSE)                                                                   (15,910)                 (27,263)
                                                                                    -------------------    ---------------------
INCOME BEFORE INCOME TAXES                                                                      76,543                  380,734

INCOME TAX EXPENSE                                                                              30,617                  152,785
                                                                                    -------------------    ---------------------
NET INCOME                                                                                  $   45,926              $   227,949
                                                                                    ===================    =====================
EARNINGS PER SHARE - BASIC                                                                  $     0.01              $      0.06
                                                                                    ===================    =====================
EARNINGS PER SHARE - DILUTED                                                                $     0.01              $      0.04
                                                                                    ===================    =====================


                                                       See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                                  EXIGENT INTERNATIONAL, INC.
                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          (Unaudited)
                                                                                             For the six months ended
                                                                                         June 30, 1999           July 31, 1998
                                                                                       -------------------     -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                         <C>                     <C>
Net income                                                                                  $  199,957              $   325,567
                                                                                       -------------------    ------------------
Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
       Depreciation and amortization                                                         1,428,553                  892,000
       Accretion of unearned stock compensation                                                  8,350
       Loss on disposal of Fixed Assets                                                          2,805                        -
       Changes in operating assets and liabilities:
          Accounts receivable                                                               (1,264,158)                (537,281)
          Costs and estimated earnings in
             excess of billings on uncompleted contracts                                       203,414               (1,275,260)

          Prepaid expenses                                                                    (31,557)                    1,709
          Inventory                                                                                  -                   (1,295)
          Prepaid income taxes                                                                       -                  (53,222)
          Deposits                                                                               3,688                   (7,461)
          Accounts payable                                                                     (72,244)                (359,342)
          Accrued expenses                                                                     304,222                  (10,855)
          Billings in excess of costs and estimated earnings
             on uncompleted contracts                                                          361,717                 (930,371)
          Income taxes payable                                                                 126,419                 (208,190)
          Other liabilities                                                                        (44)                      44

Total adjustments                                                                            1,071,165               (2,489,524)
                                                                                        ------------------     ------------------
NET CASH  PROVIDED (USED) BY OPERATING ACTIVITIES                                           1,271,122               (2,163,957)
                                                                                        ------------------     ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Cash paid for acquisition of capital assets                                            (84,978)                (523,826)
       Cash paid for capitalized software development                                      (1,300,091)              (2,101,113)
                                                                                        ------------------     ------------------
NET CASH USED BY INVESTING ACTIVITIES                                                      (1,385,069)              (2,624,939)
                                                                                        ------------------     ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings under line of credit                                                    400,000                2,300,000
       Principal payments on long-term debt                                                  (114,812)                (266,666)
       Proceeds from exercise of stock options and warrants                                   257,586                  352,675
                                                                                        ------------------     ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     542,774                2,386,009
                                                                                        ------------------     ------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                          428,827               (2,402,887)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                429,970                3,640,508
                                                                                        ------------------     ------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                      858,797             $  1,237,621
                                                                                        ==================     ==================

                                                      See accompanying notes.
</TABLE>

<PAGE>


                           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 six-month  periods ended June 30, 1999 and July 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 six months ended June 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 July 2, 1999 for the second quarter of
fiscal 1999.
However for convenience the financial statements are dated as of June 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 six-month period ended June 30, 1999 is therefore
compared to the three and six months ended July 31, 1998.

NOTE 3 - LINE OF CREDIT

Software  Technology,   Inc.  ("STI"),   Exigent's  primary  subsidiary,  had  a
$3,000,000 line of credit available from a bank as of June 30, 1999 and December
31, 1998. 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
June 30, 1999 and December 31, 1998, the outstanding draws against the line were
$2,211,093 and $1,811,093,  respectively. The interest rate at June 30, 1999 and

<PAGE>

December 31, 1998 was 7.53% 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 six-month period ended June 30, 1999 was 7.44%.

NOTE 4 - EARNINGS PER SHARE

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

                                                     For the six months ended
                                                 June 30, 1999     July 31, 1998
                                                 -------------    -------------
Numerator:
  Net income (numerator for basic and diluted
     earnings per share)                           $  199,957        $   325,567
                                                   ===========       ===========

Denominator:
  Denominator for basic earnings per share-
      weighted average  common shares               4,269,453          3,978,504
  Effect of dilutive securities:
    Convertible preferred stock                       526,439            647,386
    Stock options and warrants                        740,544            501,454
                                                   -----------        ----------
  Denominator for diluted earnings per share-
      adjusted weighted average shares              5,536,436          5,127,344
                                                   -----------        ----------
Basic earnings per share                            $    0.05         $     0.08
                                                   ===========        ==========

Diluted  earnings per share $ 0.04 $ 0.06 * Basic earnings per share for the six
months ended July 31, 1998 was restated due to an error in computation.

                                                   For the three months ending
                                                 June 30, 1999     July 31, 1998
                                                 -------------     -------------
Numerator:
  Net income (numerator for basic and diluted
     earnings per share)                           $   45,926        $   227,949
                                                    ===========      ===========
Denominator:
  Denominator for basic earnings per share-
      weighted average  common shares               4,352,104          4,037,675
  Effect of dilutive securities:
    Convertible preferred stock                       463,856            623,523
    Stock options and warrants                        813,823            633,692
                                                    -----------       ----------

  Denominator for diluted earnings per share-
      adjusted weighted average shares              5,629,783          5,294,890
                                                    -----------       ----------
Basic earnings per share                            $    0.01         $     0.06
                                                    ===========       ==========
Diluted earnings per share                          $    0.01         $     0.04
                                                    ===========       ==========

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

NOTE 5 - STOCKHOLDERS' EQUITY

The consolidated  changes in stockholders'  equity for the six months ended June
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                             88,200        882           -           -       256,704            -        257,586

Class A preferred converted to
common                                 291,334      2,914    (291,334)     (2,914)            -                           -

Accretion of unearned
compensation                                                                              8,350                       8,350
Net Income
                                                                                                     199,957        199,957
                                    ----------------------------------------------------------------------------------------
BALANCE JUNE 30, 1999                4,509,637   $ 45,097     318,548     $ 3,185    $2,277,834    $6,768,345   $  9,094,461
                                    ========================================================================================
</TABLE>

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

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 June 30, 1999 as compared with the fiscal
year ended December 31, 1998;  (ii) the  consolidated  results of operations for
the six months ended June 30, 1999 and July 31, 1998; and (iii) the consolidated
results of  operations  for the three  months  ended June 30,  1999 and July 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  contracts 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. With these two contracts, STI is involved in two premier
satellite endeavors and numerous proprietary ones.

Although  the  recent  quarters  reflect  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)  basic  product  as  well  as the  next
generation Windows(R) NT version of OS/COMET. This investment has started to pay
off with the award of  DataLynx,  a  commercial  satellite  project  with Allied

<PAGE>

Signal  Technical  Services  for  software  for the  control  center  and ground
stations of the  DataLynx  Project and the  delivery  of Calypso  Pro(TM),  a NT
product, to a government customer in the first quarter of 1999. In addition, the
Company  continues to invest in several new unannounced  products as well as its
strategic  alliance with Motorola for the Teledesic effort,  with an anticipated
start late in 1999.

STI has  invested  in  excess of  $6,000,000  over the last  three  years in its
premier software product OS/COMET.  This investment  facilitated the significant
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 heavily  involved 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 June 30, 1999 for commercial
and government contracts was $51,733,524,  of which $46,620,166 is unfunded. The
award of DataLynx  represents a significant  new commercial win 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.

Exigent  has  completed   development  of  its  commercial   software   product,
FotoTag(R),  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 the product  currently being marketed  worldwide to address
the need for airport security and baggage and passenger reconciliation products.

The Company's  new  subsidiary,  M/Ware,  has been  organized  expressly for the
development and distribution of middleware  software,  including  Interplay(TM),
and certain other products. The initial product,  Interplay was released on July
27, 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 unannounced  products have  positioned the Company well for
the remainder of 1999 and beyond.

Liquidity.  As of June 30, 1999,  Exigent's  ratio of current  assets to current
liabilities  decreased to 1.6 from 1.7 at December 31, 1998.  This  decrease was
due largely to a $400,000 draw down on the Company's line of credit to finance a
$1,264,158  increase in accounts receivable over the six months. The sources and
uses of cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents)  increased  $428,827 during
the six months  ended June 30, 1999.  The  increase was due to cash  provided by
operating  activities  of  $1,271,122,  cash  used in  investing  activities  of
$1,385,069 and cash provided by financing  activities of $542,774.  The increase
in cash from  operating  activities  from December 31, 1998 to June 30, 1999 was
primarily the result of the sale of Company  products in both the  commercial as

<PAGE>

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  $437,000 in the ongoing  support of the strategic  agreement with
Motorola,  Inc.  SATCOM  projects.  This investment is intended to help position
Exigent  for sales to  future  commercial  satellite  projects.  By  comparison,
Exigent's cash portfolio decreased  $2,402,887 for the six months ended July 31,
1998.  The decrease was due to cash used by operating  activities of $2,163,957,
cash used in investing  activities of $2,624,939  and cash provided by financing
activities of $2,386,009.

In the six  months  ended June 30,  1999,  Exigent  acquired  $84,978 of capital
assets compared to $523,826 in the six months ended July 31, 1998. Capital needs
are  expected to continue,  but cannot be  quantified  at this time,  as Exigent
intends to remain  current with computing  technologies.  This expansion will be
funded in part 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  $770,000.  The leases  will  extend for a
period of three  years from each draw  against the  funding  limit.  Through the
six-month  period  ended June 30,  1999,  Exigent  had drawn down  approximately
$693,162  against this lease line of credit.  An increase to the lease line will
be discussed to finance future needs.

During the last three fiscal years the Company has made substantial  investments
in the development of software products. The investments made for the six months
ended June 30,  1999 were  significant  but  reduced  from the prior year as the
Company  rolled out several new products.  In the six months ended June 30, 1999
and July 31, 1998,  Exigent spent  $1,300,091 and $2,101,113,  respectively,  in
capitalized  software  development  costs primarily related to several products.
The  decrease  in the first six  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 July of 1999.
M/Ware  was  organized   expressly  for  the  development  and  distribution  of
middleware  software and certain other products.  M/Ware will be responsible for
Interplay  as  well  as  other  products.  Investment  in  capitalized  software
development is expected to continue at least through the next five months at the
current level with a minor reduction as Interplay is released in July.

As of June 30, 1999, Exigent had cumulatively borrowed $2,211,093 under the line
of credit to fund its operations. The Company reduced long-term debt by $114,812
during  the six  months  ended  June 30,  1999 to  $313,004  at June  30,  1999.
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.
Additional  funds may be required to fulfill the  development  schedule  for new
Exigent products and to finance any  acquisitions  and major project  start-ups.
The Company is currently in  discussions  with  several  institutions  to obtain
financing to enhance product development  requirements and for general corporate
purposes.  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  prioritize  its future  development  projects
accordingly.


<PAGE>



Results of Operations  for the six months ended June 30, 1999 and July 31, 1998.
Sales for the six months  ended June 30, 1999 were  $18,289,962,  compared  with
$16,496,571 for the six months ended July 31, 1998, an increase of 11%, with the
mix of  government  and  commercial  sales  having  changed  significantly.  The
breakdown  between  government  and  commercial  sales for each of the six-month
periods is as follows:
<TABLE>

                                     June 30, 1999                          July 31, 1998
                                 ---------------------                   ---------------------
<S>                                <C>                          <C>       <C>                              <C>
   Government                      $       15,448,211           84%       $        12,416,022              75%
   Commercial                               2,841,751           16%                 4,080,549              25%
                                 ====================       ========     ====================     ============
                                   $       18,289,962          100%       $        16,496,571             100%
                                 ====================       ========     ====================     ============
</TABLE>

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.

Cost of sales as a percentage of revenue for the six months ended June 30, 1999,
at 74%, was slightly  reduced with the  percentage for the six months ended July
31, 1998, at 77%. This reduction was largely due to the adjustments  made in the
structure of the Company fringe benefits.

Gross  profit was up  significantly  at  $4,730,071  (26% of sales)  compared to
$3,754,987  (23% of sales) for the six months  ended June 30,  1999 and July 31,
1998, respectively.  This increase in gross profit was the result of an increase
in product  sales in excess of  $500,000  partially  offset by the  increase  in
product amortization of approximately $400,000 in addition to the aforementioned
change in the fringe benefit structure.

General and administrative  expenses for the six months ended June 30, 1999 were
$4,361,232,  40% or $1,239,984  greater than expenses of $3,121,248  for the six
months ended July 31, 1998. This increase was due primarily to the  presentation
of the data for the six months  ended July 31,  1998.  In 1998 both  revenue and
expenses were presented using  government  approved  projected rates and in 1999
both are  presented  using  actual  expenses.  After  adjusting  the general and
administrative expenses for the six months ended July 31, 1998 to the same basis
used for the six months ended June 30, 1999,  the actual  increase was $731,807.
This increase arose from an increase in marketing expenses of $350,000 resulting
from the release of three new products (OS/ICC,  Calypso and Pluto),  attendance
at more tradeshows than the previous year, and the marketing  thrust  associated
with the FotoTag  product.  In addition,  there was an increase in  professional
fees of $71,000  associated  with  expenses  for outside  professional  services
needed to resolve  several  accounting  issues,  an  increase  in  reserves  for
incentive  pay of  $90,000  established  to  reward  and  retain  the  Company's
personnel and an increase of approximately  $230,000 due to the establishment of
a Chief Technical Office within the Company.

Research  and  development  expenses for the six months ended June 30, 1999 were
significantly  reduced  from the  first six  months of last year as the  Company
concentrated on completing the development of several new products.  However the

<PAGE>

expenditures  for the second  quarter  increased  significantly  over the second
quarter of last year. Research and development expenses are expected to continue
increasing  during  the  third  quarter  of 1999 as the  Company  continues  the
research required for its next generation product.

Net income decreased  significantly to $199,957 (1% of sales) for the six months
ended June 30, 1999 versus  $325,567 (2% of sales) for the six months ended July
31, 1998. This decrease was due primarily to the increase in G&A expenses.

Results of  Operations  for the three  months  ended June 30,  1999 and July 31,
1998. Sales for the three months ended June 30, 1999 were  $9,199,081,  compared
with  $8,811,196  for the three months  ended July 31, 1998,  an increase of 4%,
with the mix of government  and commercial  sales having changed  significantly.
The  breakdown  between   government  and  commercial  sales  for  each  of  the
three-month periods is as follows:
<TABLE>

                                     June 30, 1999                          July 31, 1998
                                 ---------------------                   ---------------------
<S>                                <C>                          <C>       <C>                              <C>
   Government                      $        7,883,767           86%       $         6,966,314              79%
   Commercial                               1,315,314           14%                 1,844,882              21%
                                 ====================       ========     ====================     ============
                                   $        9,199,081          100%       $         8,811,196             100%
                                 ====================       ========     ====================     ============
</TABLE>

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.

Cost of sales as a  percentage  of revenue  from  services  for the three months
ended June 30, 1999, at 75%, was  consistent  with the  percentage for the three
months ended July 31, 1998, at 76%.

Gross profit was up slightly at $2,337,243 (25% of sales) compared to $2,124,407
(24% of sales)  for the three  months  ended  June 30,  1999 and July 31,  1998,
respectively.

General and  administrative  expenses  for the three  months ended June 30, 1999
were  $2,228,732,  31% or $520,692  greater than expenses of $1,708,040  for the
three months ended July 31, 1998. Of the total variance  $121,088 was due to the
difference in presentation of revenue and expenses explained previously.

Net income decreased significantly to $45,926 (1% of sales) for the three months
ended June 30, 1999 versus  $227,949  (3% of sales) for the three  months  ended
July 31, 1998. This decrease was due to the large volume of product sales in the
three months ended July 31, 1998 and the increase in the G&A expenses.

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.
<PAGE>

Management  believes that the 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
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
revenue from the purchase of the  underlying  shares to accelerate in the second
half of 1999.

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.

<PAGE>

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.
o    Our  revenues  could  decrease if we are unable to license  technology  and
     software required to product 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.

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.  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.

<PAGE>

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  expects to complete by July
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  expects to complete its review of all desk top  computing  resources by
September  30,  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 desk top
computing  resources,  when  completed,  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

<PAGE>

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>


PART II - OTHER INFORMATION

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

The  Company  held its Annual  Meeting of  Stockholders  on June 30,  1999.  The
following matters were approved by the vote specified below:
<TABLE>

                                                                                         Broker
      Proposal 1 - Election of Directors               For            Withhold         Non-Votes
      ----------------------------------               ---            --------         ---------
Approval of election of two Class I directors
to the Board of Directors for a term expiring
at the 2000 Annual Meeting

<S>                                                 <C>                <C>               <C>
Don F. Riordan, Jr.                                 3,257,361          27,546            62,596
Daniel J. Stark                                     3,244,286          40,621            62,596

Approval of election of three Class II directors
to the Board of Directors for a term expiring at
the 2001 Annual Meeting

Arthur H. Collier                                   3,255,546          29,361            62,596
Robert M. Janowiak                                  3,257,169          27,738            62,596
B.R. "Bernie" Smedley                               3,231,130          53,777            62,596

Approval of election of two Class III  directors
of the Board of Directors for a term expiring at
the 2002 Annual Meeting

Scott B. Helm                                       3,254,068          30,839            62,596
William R. Usher                                    3,252,071          32,836            62,596
</TABLE>
<TABLE>
                                                                                                          Broker
                  Proposal 2                           For            Against           Abstain          Non-Votes
                  ----------                           ---            -------           -------          ---------
<S>                                                 <C>               <C>                <C>              <C>
Adoption of the Omnibus Stock Option and            2,854,999         162,100            31,992           298,412
Incentive Plan

                                                                                                          Broker
                  Proposal 3                           For            Against           Abstain          Non-Votes
                  ----------                           ---            -------           -------          ---------
Adoption of the Employee Stock Purchase Plan        2,908,496          57,742            21,757           359,508

                                                                                                          Broker
                  Proposal 4                           For            Against           Abstain          Non-Votes
                  ----------                           ---            -------           -------          ---------
Ratification of the selection of the firm of        3,217,892          36,182            29,633           63,796
Ernst & Young LLP as  independent  auditors for
the fiscal year ending  December 31, 1999
</TABLE>

The text of the items  referred  to under  this Item 4 is set forth in the Proxy
Statement dated May 10, 1999  previously  filed with the Securities and Exchange
Commission and incorporated herein by reference.


<PAGE>


Item 5.  Other Information

         1.  Stockholders  who  intend to submit  proposals  at the 2000  Annual
Meeting of Stockholders  must notify the Company of this intention no later than
December 31, 1999.  Such  proposals  must  otherwise be in  compliance  with the
Company's  Certificate of  Incorporation,  Bylaws and applicable laws, rules and
regulations for consideration at the 2000 Annual Meeting.

         2. 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

27                              Financial Data Schedule

(b)      Reports on Form 8-K:

         None



<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.



August 12, 1999         By:             /s/ B.R. Smedley
---------------             ----------------------------------------------------
Date                           B.R. "Bernie" Smedley, Chief Executive Officer



August 12, 1999         By:             /s/ Jeffery B. Weinress
---------------             ----------------------------------------------------
Date                           Jeffery B. Weinress, Chief Financial Officer


August 12, 1999         By:             /s/ Sally H. Ball
---------------             ----------------------------------------------------
Date                           Sally H. Ball, Principal Accounting Officer