SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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


               [X] For the Quarterly Period Ended: March 31, 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 March 31, 1999 was 4,193,753.


<PAGE>


                           EXIGENT INTERNATIONAL, INC.

                          QUARTER ENDED MARCH 31, 1999

                                      INDEX



PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements.                                              Page

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

          Consolidated Statements of Income for the Three Months 
           Ended March 31, 1999 and April 30, 1998                             5

          Consolidated Statements of Cash Flows for the Three
           Months Ended March 31, 1999 and April 30, 1998                      6
         
          Notes to Consolidated Financial Statements                           7

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

Item 3.   Quantitative and Qualitative Disclosure of Market Risk              15

PART II - OTHER INFORMATION

Item 5.   Other Information.                                                  16

Item 6.   Exhibits and Reports on Form 8-K.                                   16

Signatures                                                                    17



<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

                          EXIGENT INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                March 31, 1999      December 31,
                                                  (unaudited)          1998
                                                --------------      ------------

CURRENT ASSETS
   Cash and cash equivalents                     $   903,126         $   429,970
   Accounts receivable, pledged                    3,032,345           1,873,772
   Costs and estimated earnings in excess of
     billings on uncompleted contracts, pledged    5,025,776           5,072,788
   Prepaid expenses                                  167,404              10,677
   Deferred income taxes                             595,000             595,000
   Income taxes receivable                           843,938             843,938
                                                 -----------         -----------
   TOTAL CURRENT ASSETS                           10,567,589           8,826,145
                                                 -----------         -----------

PROPERTY AND EQUIPMENT
   Cost                                            6,330,011          6,265,709
   Accumulated depreciation                       (4,222,093)        (3,982,347)
                                                 -----------         -----------
   NET PROPERTY AND EQUIPMENT                      2,107,918          2,283,362
                                                 -----------         -----------

OTHER ASSETS
   Software development costs, net of
     accumulated amortization                      4,845,830           4,463,729
   Deposits                                           71,420              74,179
   Cash surrender value of life insurance             17,028              17,028
                                                 -----------         -----------
   TOTAL OTHER ASSETS                              4,934,278           4,554,936
                                                 -----------         -----------
   TOTAL ASSETS                                  $17,609,785         $15,664,443
                                                 ===========         ===========



                             See accompanying notes.
<PAGE>

                          EXIGENT INTERNATIONAL, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                March 31, 1999      December 31,
                                                  (unaudited)          1998
                                                --------------      ------------

CURRENT LIABILITIES
   Line of credit                                $ 2,511,093         $ 1,811,093
   Accounts payable                                  263,090             227,750
   Accrued expenses                                2,989,541           2,734,200
   Billings in excess of costs and estimated
     earnings on uncompleted contracts               841,149             270,418
   Income taxes payable                              107,785               5,098
   Current portion, long-term debt                   204,456             204,456
                                                 -----------         -----------
   TOTAL CURRENT LIABILITIES                       6,917,114           5,253,015
                                                 -----------         -----------

LONG-TERM LIABILITIES
   Long-term debt, less current portion              373,646             427,816
   Deferred income taxes                           1,355,000           1,355,000
   Other liabilities                                      44                  44
                                                 -----------         -----------
   TOTAL LONG-TERM LIABILITIES                     1,728,690           1,782,860
                                                 -----------         -----------
   TOTAL LIABILITIES                               8,645,804           7,035,875
                                                 -----------         -----------

STOCKHOLDERS' EQUITY
   Class A Preferred Shares, $.01 par value
     5,000,00 shares authorized 609,882 issued
     and outstanding and $2.50 per share
     liquidation/dissolution preference                6,099               6,099
   Common Shares, $.01 par value, 30,000,000
     shares authorized, 4,193,753 and 4,130,103
     issued and outstanding at March 31, 1999 and
     December 31, 1998, respectively                  41,937              41,301
   Paid in capital                                 2,193,526           2,012,780
   Retained earnings                               6,722,419           6,568,388
                                                 -----------         -----------
   TOTAL STOCKHOLDERS' EQUITY                      8,963,981           8,628,568
                                                 -----------         -----------
   TOTAL LIABILITIES & STOCKHOLDERS' EQUITY      $17,609,785         $15,664,443
                                                 ===========         ===========


                             See accompanying notes.


<PAGE>

                          EXIGENT INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME


                                                   For the three months ended
                                                March 31, 1999    April 30, 1998
                                                 (unaudited)       (unaudited)
                                                --------------    --------------

REVENUES                                         $ 9,090,881        $ 7,685,375
COST OF SALE                                       6,698,052          6,054,795
                                                 -----------         -----------
GROSS PROFIT                                       2,392,829          1,630,580

GENERAL AND ADMINISTRATIVE EXPENSES                2,132,500          1,413,208
RESEARCH AND DEVELOPMENT COSTS                         8,881             48,266
                                                 -----------         -----------
OPERATING INCOME                                     251,448            169,106
                                                 -----------         -----------

OTHER INCOME (EXPENSE)
   Interest income                                    11,291              8,609
   Interest expense                                   (7,482)           (15,964)
   Other, net                                          1,461                  -
                                                 -----------         ----------
TOTAL OTHER INCOME (EXPENSE)                           5,270             (7,355)
                                                 -----------         ---------- 
INCOME BEFORE INCOME TAXES                           256,718            161,751

INCOME TAX EXPENSE                                   102,687             64,133
                                                 -----------         ----------
NET INCOME                                           154,031             97,618
                                                 ===========         ==========

EARNINGS PER SHARE - BASIC                       $      0.04         $     0.02
                                                 ===========         ==========

EARNINGS PER SHARE - DILUTED                     $      0.03         $     0.02
                                                 ===========         ==========


                             See accompanying notes.

<PAGE>
                          EXIGENT INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                   For the three months ended
                                                March 31, 1999    April 30, 1998
                                                  (unaudited)       (unaudited)
                                                --------------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                       $   154,031         $   97,618
                                                 -----------         ----------
Adjustments to reconcile net income to net
  cash provided (used) by operating activities:
   Depreciation and amortization                      702,533            351,974
   Changes in operating assets and liabilities:
     Accounts receivable                          (1,158,573)           889,700
     Costs and estimated earnings in excess
       of billings on uncompleted contracts           47,012         (1,087,658)
     Prepaid expenses                               (156,727)               375
     Deposits                                          2,759             (5,405)
     Accounts payable                                 35,340           (333,024)
     Accrued expenses                                255,341            269,521
     Billings in excess of costs and estimated
       earnings on uncompleted contracts             570,731           (702,700)
     Income taxes payable                            102,687           (184,637)
                                                 -----------         ---------- 
Total adjustments                                    401,103           (801,854)
                                                 -----------         ---------- 

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES     555,134           (704,236)
                                                 -----------         ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash paid for acquisition of capital assets       (64,302)          (321,176)
   Cash paid for capitalized software development   (844,888)        (1,376,710)
                                                 -----------         ---------- 
NET CASH USED BY INVESTING ACTIVITIES               (909,190)        (1,697,886)
                                                 -----------         ---------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings under line of credit               700,000                  -
   Principal payments on long-term debt              (54,170)          (133,334)
   Proceeds from exercise of stock options and
     warrants                                        181,382            167,238
                                                 -----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES            827,212             33,904
                                                 -----------         ----------

NET INCREASE (DECREASE) IN CASH AND CASH 
  EQUIVALENTS                                        473,156         (2,368,218)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       429,970          3,640,508
                                                 -----------         ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD         $   903,126         $1,272,290
                                                 ===========         ==========


                             See accompanying notes.

<PAGE>



                           EXIGENT INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  in  response  to  the  requirements  of  Article  10  of
Regulation  S-X.  Accordingly,  they do not contain all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  The condensed  consolidated  financial statements for the
three month  periods  ended March 31, 1999 and April 30, 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  months  ended  March  31,  1999 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

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 is therefore compared to the three months ended April
30, 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  March  31,  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 March 31, 1999 and December 31, 1998,  the  outstanding  draws
against the line were $2,511,093 and $1,811,093, respectively. The interest rate
at March 31, 1999 and December 31, 1998 was 7.43% 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 period
ended March 31, 1999 was 7.43%.

NOTE 4 - EARNINGS PER SHARE

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

                                                   For the three months ended
                                                March 31, 1999    April 30, 1998
                                                --------------     ------------

Numerator:
Net income (numerator for basic and 
 diluted earnings per share)                     $   154,031         $   97,618
                                                 ===========         ==========

Denominator:
 Denominator for basic earnings per share-
  weighted average common shares                   4,167,878          3,944,694
Effect of dilutive securities:
  Convertible preferred stock                        609,882            658,777
  Stock options and warrants                         653,915            337,957
                                                 -----------          ---------

Denominator for diluted earnings per share-
  adjusted weighted average shares                 5,431,675          4,941,428
                                                 -----------          ---------
Basic earnings per share                         $      0.04         $     0.02
                                                 ===========         ==========
Diluted earnings per share                       $      0.03         $     0.02
                                                 ===========         ==========


Basic  earnings per share for the three months ended April 30, 1998 was restated
due to an error in computation.

NOTE 5 - STOCKHOLDERS' EQUITY

The  consolidated  changes in  stockholders'  equity for the three  months ended
March 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                        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 DECEMBER 31, 1998             4,130,103   $   41,301      609,882   $    6,099   $2,012,780   $6,568,388   $8,628,568
Exercise of convertible securities       63,650          636         --           --        180,746          --       181,382
Net income                                                                                               154,031      154,031
                                     ----------------------------------------------------------------------------------------
BALANCE MARCH 31, 1999                4,193,753   $   41,937      609,882   $    6,099   $2,193,526   $6,722,419   $8,963,981
                                     ========================================================================================
</TABLE>

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

<PAGE>

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

The following is  management's  discussion and analysis of (i) the  consolidated
financial  condition as of March 31, 1999 as compared with the fiscal year ended
December 31, 1998; and (ii) the consolidated results of operations for the three
months ended March 31, 1999 and April 30, 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 will  provide  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 NT version of OS/COMET.  This  investment has started to pay off with
the award of  DataLynx,  a  commercial  satellite  project  with  Allied  Signal
Technical Services for the Telemetry, Command and Control 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 its  strategic  alliance  with
Motorola for the Teledesic  effort,  with an anticipated  start in the second or
third quarter of 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 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 March 31, 1999 for commercial
and government contracts was $55,195,058,  of which $49,293,064 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 major role in
this new commercial venture.

Exigent  has  completed   development  of  its  commercial   software   product,
FotoTag(R),  and invested  approximately  $1,100,000  over the past three fiscal
years for this product  development.  Management  continues  the  marketing  and
promotion of this  product.  FotoTag is currently  being  marketed  worldwide to
address  the  growing  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 "shrink-wrapped" middleware software,  including
Interplay(TM), and certain other products.

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 has positioned the Company well for the remainder of 1999 and beyond.

Liquidity.  As of March 31, 1999,  Exigent's  ratio of current assets to current
liabilities  decreased to 1.5 from 1.7 at December 31, 1998.  This  decrease was
due largely to a $700,000 draw down on the Company's line of credit to finance a
$1,158,573  increase in accounts  receivable over the three months.  The sources
and uses of cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents)  increased  $473,156 during
the three months ended March 31, 1999.  The increase was due to cash provided by
operating activities of $555,134,  cash used in investing activities of $909,190
and cash provided by financing activities of $827,212. The increase in cash from
operating  activities from December 31, 1998 to March 31, 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 an  improvement  in the payment  cycle on
government  projects.  During  this time,  the  Company  invested  approximately
$300,000 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 $2,368,218 for the three months ended April 30, 1998. The decrease was
due to cash used by operating  activities  of  $704,236,  cash used in investing
activities of $1,697,886 and cash provided by financing activities of $33,904.

In the three months ended March 31, 1999,  Exigent  acquired  $64,302 of capital
assets  compared to $321,176 in the three months  ended April 30, 1998.  Capital
needs are  expected  to  continue,  but cannot be  quantified  at this time,  as
Exigent intends to remains 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  three-month  period  ended March 31,  1999,  Exigent had drawn down
approximately  $307,013  against  this lease line of credit.  An increase to the
lease line is currently being 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 three
months ended March 31, 1999 were  significant but reduced from the prior year as
the Company rolled out several new products. In the three months ended March 31,
1999 and April 30, 1998, Exigent spent $844,888 and $1,376,710, respectively, in
capitalized  software  development  costs primarily related to several products.
The  decrease in the first three  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,  is ongoing  with an  expected
completion  date in the second quarter of 1999.  M/Ware was organized  expressly
for the development and distribution of "shrink-wrapped" 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 second quarter at current levels.

As of March 31, 1999,  Exigent had  cumulatively  borrowed  $2,511,093 under the
line of credit to fund its  operations.  The Company  reduced  long-term debt by
$54,170  during the three  months  ended March 31, 1999 to $373,646 at March 31,
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.  The Company is currently in
discussions  with several  institutions  to obtain  financing to enhance product
development  requirements and implement the Company's  strategic plan. 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.

Results of  Operations  for the three  months ended March 31, 1999 and April 30,
1998. Sales for the three months ended March 31, 1999 were $9,090,881,  compared
with $7,685,374 for the three months ended April 30, 1998, an increase of 18.3%,
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:

                     March 31, 1999                    April 30, 1998
                    ----------------                  ----------------
  Government          $7,564,444         83%            $5,449,707         71%
  Commercial           1,526,437         17%             2,235,667         29%
                       ---------        ---             ----------        --- 
                      $9,090,881        100%            $7,685,374        100%
                      ==========        ====            ==========        ==== 

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

Cost of sales as a  percentage  of revenue  from  services  for the three months
ended March 31, 1999, at 78%, was fairly  consistent with the percentage for the
three months ended April 30, 1998, at 79%.

Gross profit was up  significantly  at $2,392,829  (26.3% of sales)  compared to
$1,630,580  (21.2% of sales) for the three months ended March 31, 1999 and April
30, 1998,  respectively.  This increase in gross profit was primarily the result
of a significant increase in product sales.

General and  administrative  expenses  for the three months ended March 31, 1999
were  $2,132,500,  50.9% or $719,292 greater than expenses of $1,413,208 for the
three  months  ended April 30,  1998.  This  increase  was due  primarily to the
presentation  of the data for the  quarter  ended April 30,  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 three months ended April 30, 1998 to
the same  basis  used for the three  months  ended  March 31,  1999,  the actual
increase  was  $335,133.  This  increase  arose from an  increase  in  marketing
expenses of $115,000  resulting from the release of three new products  (OS/ICC,
Calypso and Pluto) and attendance at four  tradeshows,  including the largest of
the year,  Satellite  '99. This  concentration  of  tradeshows  during the first
quarter of the year was anticipated and is not expected to continue  through the
remaining  nine  months at this rate.  In  addition,  there was an  increase  in
professional fees of $35,000  associated with nonrecurring legal expenses and an
$85,000 increase in depreciation  expense associated with the capital investment
in connection with facility renovations.

Research and development expenses for the three months ended March 31, 1999 were
significantly  reduced  from  the  first  quarter  of last  year as the  Company
concentrated on completing the development of several new products. Research and
development  expenses  are  expected  to  increase  during  the second and third
quarters  of 1999 as the  Company  begins  the  research  required  for its next
generation product.

Net income  increased  significantly  at $152,031  (1.7% of sales) for the three
months ended March 31, 1999 versus  $97,618 (1.3% of sales) for the three months
ended April 30,  1998.  This  increase  was again due to the increase in product
sales. The award and start-up of the new DataLynx project had the largest impact
on the product sales for the quarter,  with  delivery and  acceptance of Company
software  products in excess of $500,000.  In addition,  the delivery of the new
Calypso product to a government  customer  generated  approximately  $187,500 of
product revenue.

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.

The Company made several minor changes in its employee  benefits  package during
the quarter ended March 31, 1999.  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  changes  made  in 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.

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 discussed herein,  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  S-3
Prospectus filed with the SEC on April 8, 1999 for a more detailed discussion of
these risks and uncertainties.


Risks Related to the Company

o    Our major products may not be accepted by the market

o    Our operating results may fluctuate significantly

o    We receive our revenues from a limited number of customers

o    Defects in our products may cause our revenues to decline

o    The length of our sales cycle  increases  our costs and hinders our ability
     to procure contracts

o    We may not be able to protect our  proprietary  rights;  we may infringe on
     the proprietary rights of other persons

o    We may not be  able  to hire  qualified  technical  personnel;  the  highly
     competitive market for technical personnel may increase our costs

o    We may not be able to retain our key employees

o    We may not be able to expand into the international market

o    We may incur  unexpected  costs in connection with correcting or addressing
     Year 2000 problems

o    We may not be successful in our acquisition strategy

o    Our  anti-takeover  provisions may hinder a potential  change of control or
     acquisition of the Company

o    We may incur costs in excess of our revenues on certain of our contracts

o    We may not be able to fund our future capital requirements


Risks Related to the Industry

o    Our success is  dependent on the  continued  growth of the  government  and
     commercial satellite industry

o    We may not be able to respond to rapid technological changes

o    Intense  competition  may cause us to lose  projects or result in decreased
     revenues

o    Changes in governmental regulation may cause us to lose revenues

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
Exigent's, there can be no guarantee that those of 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 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
------                          -------

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.



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



May 12, 1999                   By: /s/ Jeffrey B. Weinress
-----------------                -----------------------------------------------
Date                             Jeffery B. Weinress, Chief Financial Officer
                                 (Principal Financial and Accounting Officer)