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

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


                                    FORM 10-Q

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


[X]      For the Quarterly Period Ended:  June 30, 2000

                                       or

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

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

                        Commission File Number: 333-5753


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

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


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


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



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

         The number of shares outstanding of the registrant's common stock, $.01
par value, on June 30, 2000 was 6,003,567.


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


<PAGE>


                           EXIGENT INTERNATIONAL, INC.

                           QUARTER ENDED JUNE 30, 2000

                                      INDEX



PART I - FINANCIAL INFORMATION

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

              Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999                                 3

              Consolidated Statements of Operations for the Six months Ended June 30, 2000 and 1999                 5

              Consolidated Statements of Operations for the Three months Ended June 30, 2000 and 1999               6

              Consolidated Statements of Cash Flows for the Six months Ended June 30, 2000 and 1999                 7

              Notes to Consolidated Financial Statements                                                            8

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

Item 3.       Quantitative and Qualitative Disclosure of Market Risk                                               15

PART II - OTHER INFORMATION

Item 4.       Submission of Matters to a Vote of Security Holders                                                  16

Item 5.       Other Information.                                                                                   16

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

              Signatures                                                                                           17


</TABLE>


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements


                                        EXIGENT INTERNATIONAL, INC.
                                        CONSOLIDATED BALANCE SHEETS

                                                   ASSETS
<TABLE>

                                                                         June 30, 2000
                                                                          (unaudited)     December 31, 1999
                                                                        ----------------  -------------------
CURRENT ASSETS
<S>                                                                     <C>               <C>
      Cash and cash equivalents                                         $    1,396,458    $      574,368
      Accounts receivable, pledged                                           2,125,779         2,616,727
      Costs and estimated earnings in excess of
          billings on uncompleted contracts, pledged                         5,835,676         4,790,742
      Prepaid expenses                                                         109,635            42,492
      Income taxes receivable                                                1,429,186           803,188
      Deferred income taxes                                                    336,000           336,000
                                                                        ----------------  -------------------
      TOTAL CURRENT ASSETS                                                  11,232,734         9,163,517
                                                                        ----------------  -------------------
PROPERTY AND EQUIPMENT
      Cost                                                                   6,298,755         6,240,397
      Accumulated depreciation                                              (4,953,758)       (4,699,750)
                                                                        ----------------  -------------------
      PROPERTY AND EQUIPMENT, NET                                            1,344,997         1,540,647
                                                                        ----------------  -------------------
OTHER ASSETS
      Software development costs, net                                        4,327,680         4,275,113
      Capitalized patent costs, net                                             98,917            85,116
      Goodwill, net                                                          2,704,644         2,848,220
      Deposits and other assets                                                148,099           103,193
                                                                        ----------------  -------------------
      TOTAL OTHER ASSETS                                                     7,279,340         7,311,642
                                                                        ----------------  -------------------
      TOTAL ASSETS                                                      $   19,857,071     $  18,015,806
                                                                        ================  ===================

</TABLE>



                             See accompanying notes.



<PAGE>



                                          EXIGENT INTERNATIONAL, INC.
                                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
                                                                            June 30, 2000
                                                                             (unaudited)      December 31, 1999
                                                                           ----------------  -------------------
CURRENT LIABILITIES
<S>                                                                        <C>               <C>
      Line of credit                                                       $    2,690,834    $    2,386,734
      Accounts payable                                                            364,164           715,976
      Accrued payroll and other expenses                                        2,611,149         2,187,690
      Billings in excess of costs and estimated earnings
        on uncompleted contracts                                                1,236,713           891,557
      Income taxes payable                                                         84,637            17,827
      Current portion, long-term debt                                             253,278         1,256,817
      Current portion, subordinated debt                                          250,000           250,000
                                                                           ----------------  -------------------
      TOTAL CURRENT LIABILITIES                                                 7,490,775         7,706,601
                                                                           ----------------  -------------------
LONG-TERM LIABILITIES
      Long-term debt, less current portion                                        144,371           268,897
      Subordinated debt, less current portion                                     625,000           750,000
      Deferred income taxes                                                       505,000           505,000
                                                                           ----------------  -------------------
      TOTAL LONG-TERM LIABILITIES                                               1,274,371         1,523,897
                                                                           ----------------  -------------------

      TOTAL LIABILITIES                                                         8,765,146         9,230,498
                                                                           ----------------  -------------------
STOCKHOLDERS' EQUITY
      Class A Preferred  Shares,  $.01 par value,  5,000,000 shares
        authorized,15,132 and 68,841 issued and  outstanding  at
        June 30, 2000 and December 31, 1999, respectively, at $2.50
        per share liquidation/dissolution preference                                  151               688
      Common Shares,  $.01 par value, 40,000,000 shares
        authorized, 6,003,567 and 4,845,149 issued and outstanding
        at June 30, 2000 and December 31, 1999, respectively,                      60,036            48,452
      Paid in capital                                                           5,765,312         2,646,445
      Retained earnings                                                         5,266,426         6,089,723
                                                                           ----------------  -------------------
      TOTAL STOCKHOLDERS' EQUITY                                               11,091,925         8,785,308
                                                                           ----------------  -------------------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $   19,857,071    $   18,015,806
                                                                           ================  ===================
</TABLE>








                             See accompanying notes.


<PAGE>



                                        EXIGENT INTERNATIONAL, INC.
                                   CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
                                                                              For the six months ended
                                                                         June 30, 2000      June 30, 1999
                                                                          (unaudited)        (unaudited)
                                                                        ----------------  -------------------

<S>                                                                     <C>               <C>
REVENUES                                                                $  19,304,270     $   18,289,962
COST OF SALES                                                              14,753,074         13,559,891
                                                                        ----------------  -------------------
GROSS PROFIT                                                                4,551,196          4,730,071

GENERAL AND ADMINISTRATIVE EXPENSES                                         5,301,897          4,361,232
RESEARCH AND DEVELOPMENT COSTS                                                  7,638             24,938
RESTRUCTURING COSTS                                                           422,803                  -
AMORTIZATION OF GOODWILL                                                      143,575                  -
                                                                        ----------------  -------------------
OPERATING INCOME (LOSS)                                                    (1,324,717)           343,901
                                                                        ----------------  -------------------

OTHER INCOME (EXPENSE)
      Interest income                                                          18,766             11,810
      Interest expense                                                        (83,670)           (25,072)
      Gain (loss) on disposal of fixed assets                                       -             (2,805)
      Other, net                                                               39,954              5,427
                                                                        ----------------  -------------------
TOTAL OTHER INCOME (EXPENSE)                                                  (24,950)           (10,640)
                                                                        ----------------  -------------------
INCOME (LOSS) BEFORE INCOME TAXES                                           (1,349,667)          333,261

INCOME TAX EXPENSE (BENEFIT)                                                  (526,370)          133,304
                                                                        ----------------  -------------------

NET INCOME (LOSS)                                                       $     (823,297)   $      199,957
                                                                        ================  ===================

EARNINGS (LOSS) PER SHARE - BASIC                                       $        (0.15)   $         0.05
                                                                        ================  ===================

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC                                   5,650,764        4,269,453
                                                                        ================  ===================

EARNINGS (LOSS) PER SHARE - DILUTED                                     $         (0.15)  $         0.04
                                                                        ================  ===================

WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED                                 5,650,764        5,536,436
                                                                        ================  ===================


</TABLE>




                             See accompanying notes.



<PAGE>





                                        EXIGENT INTERNATIONAL, INC.
                                   CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
                                                                            For the three months ended
                                                                         June 30, 2000      June 30, 1999
                                                                          (unaudited)        (unaudited)
                                                                        ----------------  -------------------

<S>                                                                     <C>               <C>
REVENUE                                                                 $    8,994,275    $    9,199,081
COST OF SALES                                                                7,202,295         6,861,839
                                                                        ----------------  -------------------
GROSS PROFIT                                                                 1,791,980         2,337,242

GENERAL AND ADMINISTRATIVE EXPENSES                                          2,429,073         2,228,732
RESEARCH AND DEVELOPMENT COSTS                                                     295            16,057
AMORTIZATION OF GOODWILL                                                        71,788                 -
                                                                        ----------------  -------------------
OPERATING INCOME                                                              (709,176)           92,453
                                                                        ----------------  -------------------

OTHER INCOME (EXPENSE)
      Interest income                                                           17,079               519
      Interest expense                                                         (25,232)          (17,590)
      Loss (gain) on disposal of fixed assets                                        -            (2,805)
      Other, net                                                                38,666             3,966
                                                                        ----------------  -------------------
TOTAL OTHER INCOME (EXPENSE)                                                    30,513           (15,910)
                                                                        ----------------  -------------------
INCOME BEFORE INCOME TAXES                                                    (678,663)           76,543

INCOME TAX EXPENSE                                                            (264,679)           30,617
                                                                        ----------------  -------------------

NET INCOME (LOSS)                                                       $     (413,984)   $       45,926
                                                                        ================  ===================

EARNINGS PER SHARE - BASIC                                              $        (0.07)   $         0.01
                                                                        ================  ===================
WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC                                                      5,953,694        4,352,104
                                                                        ================  ===================

EARNINGS PER SHARE - DILUTED                                            $        (0.07)   $         0.01
                                                                        ================  ===================
WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - DILUTED                                                   5,953,694         5,629,783
                                                                        ================  ===================

</TABLE>




                             See accompanying notes.




<PAGE>



                                        EXIGENT INTERNATIONAL, INC.
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
                                                                              For the six months ended
                                                                         June 30, 2000      June 30, 1999
                                                                          (unaudited)        (unaudited)
                                                                        ----------------  -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>               <C>
      Net income (loss)                                                 $     (823,297)   $      199,957
                                                                        ----------------  -------------------
      Adjustments to reconcile net income (loss) to net cash provided
         (used) by operating activities:
      Depreciation and amortization                                          1,190,033         1,428,553
      Accretion of unearned stock compensation                                   8,350             8,350
      Loss on disposal of fixed assets                                               -             2,805
      Changes in operating assets and liabilities:
         Accounts receivable                                                   490,948        (1,264,158)
         Costs and estimated earnings in excess of
            billings on uncompleted contracts                               (1,044,934)          203,414
         Prepaid expenses                                                      (67,142)          (31,557)
         Income taxes receivable                                              (625,999)                -
         Deposits                                                              (44,906)            3,688
         Accounts payable                                                     (351,811)          (72,244)
         Accrued expenses                                                      423,459           304,222
         Billings in excess of costs and estimated earnings
            on uncompleted  contracts                                          345,156           361,717
         Income taxes payable                                                   66,810           126,419
         Other liabilities                                                           -               (44)
                                                                        ----------------  -------------------
      Total adjustments                                                        389,964         1,071,165
                                                                        ----------------  -------------------

NET CASH  PROVIDED (USED) BY OPERATING ACTIVITIES                             (433,333)        1,271,122
                                                                        ----------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash paid for acquisition of capital assets                              (58,358)          (84,978)
      Cash paid for capitalized software development                          (845,017)       (1,300,091)
      Cash paid for capitalized patent costs                                   (13,801)                -
                                                                        ----------------  -------------------
NET CASH USED BY INVESTING ACTIVITIES                                         (917,176)       (1,385,069)
                                                                        ----------------  -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Net borrowings under line of credit                                      304,100           400,000
      Principal payments on long-term debt                                  (1,253,065)         (114,812)
      Proceeds from exercise of stock options and warrants                   3,121,564           257,586
                                                                        ----------------  -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                    2,172,599           542,774
                                                                        ----------------  -------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                      822,090           428,827

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 574,368           429,970
                                                                        ----------------  -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $    1,396,458    $      858,797
                                                                        ================  ===================

</TABLE>

                             See accompanying notes.

<PAGE>


                           EXIGENT INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  in  response  to  the  requirements  of  Article  10  of
Regulation  S-X.  Accordingly,  they do not contain all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  The condensed  consolidated  financial statements for the
three month  periods  ended June 30, 2000 and 1999 are unaudited and reflect all
adjustments  (consisting only of normal recurring adjustments) which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
position  and  operating   results  for  the  interim  periods.   The  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements and notes thereto,  together with management's
discussion  and  analysis of  financial  condition  and  results of  operations,
contained in Exigent  International,  Inc.'s  ("Exigent's"  or the  "Company's")
Annual  Report on Form 10-K for the fiscal year ended  December  31,  1999.  The
results of operations for the six months ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the entire fiscal year.

NOTE 2 - LINE OF CREDIT

Software  Technology,   Inc.  ("STI"),   Exigent's  primary  subsidiary,  had  a
$5,000,000 line of credit available from a bank as of June 30, 2000 and December
31, 1999. The line of credit note bears interest on the unpaid principal balance
at a rate per annum  equal to the bank's  prime  rate or LIBOR plus 2.5%.  As of
June 30, 2000 and December 31, 1999, the outstanding draws against the line were
$2,690,834 and $2,386,734,  respectively. The interest rate at June 30, 2000 and
December 31, 1999 was 9.15% and 8.29%,  respectively.  All accounts  receivable,
equipment,  furniture  and fixtures of STI are pledged as collateral on the line
of credit.

The  weighted  average  interest  rate  on  short-term   borrowings  during  the
three-month period ended June 30, 2000 was 9.00%.

NOTE 3 - EARNINGS PER SHARE

The following  tables set forth the  computation  of basic and diluted  earnings
(loss) per share for the six months ended June 30, 2000 and 1999:

                                                   For the six months ended
                                               June 30, 2000     June 30, 1999
                                             ----------------   ---------------
Numerator:
  Net income (loss) (numerator for basic
     and diluted earnings per share)            $  (823,297)      $  199,957
                                             ================   ===============
Denominator:
  Denominator for basic earnings per share-
      weighted average  common shares              5,650,764       4,269,453
  Effect of dilutive securities:
    Convertible preferred stock                            -         526,439
    Stock options and warrants                             -         740,544
                                             ----------------   ---------------
Denominator for diluted earnings per share-
      adjusted weighted average shares             5,650,764       5,536,436
                                             ----------------   ---------------
Basic earnings (loss) per share                  $    (0.15)       $    0.05
                                             ================   ===============
Diluted earnings (loss) per share                $    (0.15)       $    0.04
                                             ================   ===============
<PAGE>

In computing diluted earnings (loss) per share for the six months ended June 30,
2000,  266,756 of common share  equivalents  were excluded from the  computation
because their effects would have been anti-dilutive.

The following  tables set forth the  computation  of basic and diluted  earnings
(loss) per share for the three months ended June 30, 2000 and 1999:

                                                   For the three months ended
                                                June 30, 2000     June 30, 1999
                                              ----------------- ----------------
Numerator:
  Net income (loss) (numerator for basic
     and diluted earnings per share)              $  (413,984)       $   45,926
                                              ================= ================
Denominator:
  Denominator for basic earnings per share-
      weighted average  common shares                5,953,694        4,352,104
  Effect of dilutive securities:
    Convertible preferred stock                              -          463,856
    Stock options and warrants                               -          813,823
                                              ----------------- ----------------
  Denominator for diluted earnings per share-
      adjusted weighted average shares               5,953,694        5,629,783
                                              ----------------- ----------------
Basic earnings (loss) per share                    $    (0.07)        $    0.01
                                              ================= ================
Diluted earnings (loss) per share                  $    (0.07)        $    0.01
                                              ================= ================



In computing  diluted  earnings (loss) per share for the three months ended June
30, 2000,  23,346 of common share equivalents were excluded from the computation
because their effects would have been anti-dilutive.

NOTE 4 - STOCKHOLDERS' EQUITY

The consolidated  changes in stockholders'  equity for the six months ended June
30, 2000 are as follows:

<TABLE>
                                       Common Stock      Class A Preferred    Paid in    Retained
                                     Shares     Amount     Shares   Amount    Capital    Earnings      Total
                                     ---------------------------------------------------------------------------
<S>             <C>                  <C>        <C>        <C>       <C>     <C>         <C>         <C>
BALANCE JANUARY 1, 2000              4,845,149  $48,452    68,841    $ 688   $2,646,445  $6,089,723  $8,785,308

    Exercise of convertible options    380,083    3,801         -        -      943,885           -     947,686
    Exercise of convertible stock
    warrants                           724,626    7,246         -        -    2,166,632           -   2,173,878
    Class A preferred converted to
    common                              53,709      537   (53,709)    (537)           -           -           -
    Accretion of unearned stock
    compensation                             -        -         -        -        8,350           -       8,350
    Net loss                                 -        -         -        -            -    (823,297)   (823,297)
                                     ---------------------------------------------------------------------------
BALANCE JUNE 30, 2000                6,003,567   60,036    15,132     $ 151  $5,765,312  $5,266,426 $11,091,925
                                     ===========================================================================

</TABLE>





<PAGE>


NOTE 5 - STOCK OPTIONS

Stock option activity, during the six months ended June 30, 2000, is as follows:


                                                          Weighted Average
                                             Options       Exercise Price
                                         ------------------------------------
Outstanding - as of December 31, 1999          2,408,272         $      3.34
Granted                                           40,000                2.96
Exercised                                        363,151                2.49
Forfeited                                        483,906                3.07
                                         ----------------

Outstanding - end of period                    1,601,215         $      3.60
                                         ====================================

Exercisable at end of period                   1,093,114

Weighted-average fair value of
    options granted during the
    period                                     $    2.96


At June 30, 2000, the range of exercise prices and remaining contractual life of
outstanding   options   was  $2.63  to  $4.38  and  0.6  years  to  9.98  years,
respectively, with the weighted average at $3.56 and 5.33 years.

NOTE 6 - ACQUISITIONS

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

The  Company's  statement  of  operations  for the  quarter  ended June 30, 2000
includes the operations of GEC, while the statement of operations for the period
ended June 30, 1999 does not. The following  chart  represents the unaudited pro
forma results of operations  for the six months ended June 30, 1999 assuming the
acquisition of GEC had occurred January 1, 1999. The results are not necessarily
indicative of future  operations or what would have occurred had the acquisition
been consummated as of January 1, 1999.

         Total revenue                      $     21,276,419
         Net income                                  365,475
         EPS (diluted)                      $           0.07

NOTE 7 - AMORTIZATION OF INTANGIBLES

The costs of capitalized software development are amortized over their estimated
useful lives of two to four years. Amortization is computed on the straight-line
method. The Company  periodically  reviews the capitalized  software development
cost to ensure that future  anticipated  gross revenues  related to the products
exceeds the unamortized cost.


<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 June 30, 2000 as compared  with the fiscal year ended
December 31, 1999, and (ii) the consolidated results of operations for the three
months  ended June 30,  2000 and 1999,  of  Exigent  International,  Inc.  ("the
Company") and its  subsidiaries:  Software  Technology,  Inc.  ("STI"),  Exigent
Digital Telecom and Wireless  Networks,  ("EDT&WN") and Exigent  Solutions Group
("ESG"). This discussion should be read together with Exigent's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.

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

Although the last year reflects a weakness in the commercial satellite business,
the Company did continue to invest  during this period in the advanced  features
for its OS/COMET(R) premier software product. The Company has invested in excess
of  $8,000,000  over the last four years in this  premier  software  product for
tracking,  command and control.  This  investment has  facilitated  the contract
awards that  management  believes  would have been otherwise  unattainable.  The
investment in the Company's  flagship product,  OS/COMET was completed in March,
2000 with no further investment planned.  The newest version,  OS/COMET 4.0, was
delivered  to its first  customer  during  the  first  quarter  of FY 2000.  The
OS/COMET product family is available to address the command and control business
of this  diverse  market,  from single  satellites  to large  constellations  of
satellites.

STI's  government  services  business  continues at a pace with orders coming in
from both  existing  and new  customers.  The  backlog  as of June 30,  2000 for
commercial and government  contracts was $36,692,508,  of which  $30,633,213 was
unfunded.

The  Company's  IT  business  unit,  ESG,  has  been  organized   expressly  for
exploitation of the IT market in both the commercial and the government markets.
The GEC business,  as well as IT development  work currently  being performed at
the Naval Research Laboratory ("NRL") are included in the ESG business area.

The  newest  business  area is  Exigent's  EDT&WN  business.  As a result of our
software-defined  radio  ("SDR")  Domain  Manager  Tool Kit being  selected by a
Raytheon-lead  consortium as the backbone for development of a new generation of
digital  radio for the U.S.  military  in the 21st  century,  we  established  a
special  business  unit  to  pursue  opportunities  in this  technology  in both
government  and commercial  markets.  In addition,  the EDT&WN  business unit is
pursuing other  opportunities in digital wireless  technologies for this rapidly
expanding  market.   EDT&WN  will  address   distribution  of   "shrink-wrapped"
middleware software, including ActiveM and certain other products as well as all
FotoTag opportunities.

Liquidity.  As of June 30, 2000,  Exigent's  ratio of current  assets to current
liabilities  increased to 1.5 from 1.2 at December 31, 1999.  This  increase was
due largely to an  increase  in cash and a decrease  in the  current  portion of
long-term debt due to the capital received through the exercise of stock options
and warrants. The sources and uses of cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents)  increased  $822,090 during
the six months  ended June 30, 2000.  The  increase was due to cash  provided by
financing  activities  of  $2,172,599,  cash  used in  investing  activities  of
$917,176 and cash used in operating activities of $433,333. The increase in cash

<PAGE>

from  financing  activities  for the  six-month  period  ended June 30, 2000 was
primarily the result of proceeds from the exercise of stock options and warrants
of $3,121,564.  By comparison,  Exigent's cash portfolio  increased $428,827 for
the six months ended June 30, 1999.  This  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.

In the six  months  ended June 30,  2000,  Exigent  acquired  $58,358 of capital
assets compared to $84,978 in the six months ended June 30, 1999.  Capital needs
are  expected to continue,  but cannot be  quantified  at this time,  as Exigent
intends to remain current with computing  technologies.  Currently,  the Company
has a lease line of credit  through  Oliver-Allen  Corporation  to  finance  any
anticipated capital asset requirements.

During the last three fiscal years, the Company has made substantial investments
in the development of software products. The investments made for the six months
ended June 30, 2000 although significant,  have declined  significantly from the
prior year as the Company  introduced  several new products  during the previous
fiscal year and  completed  its  investment in OS/COMET 4.0 in March of 2000. In
the six  months  ended  June 30,  2000 and  1999,  Exigent  spent  $845,017  and
$1,300,091,  respectively,  in capitalized  software development costs primarily
related to several products. The decrease in the first six months of fiscal year
2000  resulted  from  a  reduced  effort  with  only  one  product  still  under
development.  This product is scheduled for completion  during the third quarter
of FY 2000.  Investment in  capitalized  software  development  will continue to
decline as this product is completed and released to customers.

As of June 30, 2000, Exigent had cumulatively  borrowed  $2,690,834 under a line
of credit to fund its operations. The Company reduced long-term and subordinated
debt by  $1,253,065  during the six  months  ended  June 30,  2000 to  $769,371.
Management  believes  existing  cash,  funds  generated by  operations,  and the
available line of credit will be sufficient to fund Exigent's  current operating
requirements  at least  through  the  fiscal  year  ending  December  31,  2000.
Additional funds may, however, be required to finance future  acquisitions.  The
Company is currently in  discussions  with several  institutions  to finance the
Company's  strategic  plan  and the  associated  acquisitions.  There  can be no
assurance that definitive  arrangements relating to this funding will be entered
into on acceptable  terms.  Should such financing not be available,  the Company
will be required to prioritize its future acquisitions accordingly.

Results of Operations for the six months ended June 30, 2000 and 1999.  Revenues
for the  six  months  ended  June  30,  2000  were  $19,304,270,  compared  with
$18,289,962  for the six  months  ended  June 30,  1999,  an  increase  of 5.5%.
Government  revenues as compared to  commercial  have  increased  3% for the six
months  ended June 30, 2000 while  commercial  revenues  have  decreased 3% when
compared to the six months ended June 30, 1999. The breakdown between government
and commercial revenues for each of the six-month periods is as follows:

                      June 30, 2000                        June 30, 1999
              -----------------------------     --------------------------------
   Government   $   16,725,245        87%       $     15,448,211         84%
   Commercial        2,579,025        13%              2,841,751         16%
                --------------      ------      ----------------        -----
                $   19,304,270       100%       $     18,289,962        100%
               ===============      ======      ================        =====

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

Cost of sales as a  percentage  of revenue was 76% for the six months ended June
30,  2000,  which was a slight  increase  from a  percentage  of 74% for the six
months  ended June 30, 1999.  The change was due to the  increase in  government
services revenue as a percent of total revenue in addition to a one-time sale of
commercial  services made at cost.  Government  services revenue generally has a
lower  gross  margin  than  does  commercial   services  revenue.   General  and
administrative  ("G&A")  expenses  for the six months  ended June 30,  2000 were
$5,301,897,  22% or $940,665  greater than  expenses of  $4,361,232  for the six
months ended 1999.  This increase was primarily the result of the acquisition of
GEC and its associated  expenses  equaling  approximately  $800,000,  as well as
establishing  the STI  President's  office  and the  hiring of  salespeople.  In
addition,  the  restructuring  announced  in March  2000  resulted  in  one-time
termination charges of $422,803.
<PAGE>

The Company  posted a net loss of $823,297  (4.3% of revenue) for the six months
ended June 30, 2000 as compared to income of $199,957  (1.1% of revenue) for the
six months ended June 30,  1999.  This loss was  anticipated  as a result of the
continued delay in the commercial  satellite  business due to the capital market
funding issues and the aforementioned  restructuring charges. The current period
loss before the expenses incurred for the restructuring was $565,390, net of tax
of which the amortization of intangible assets contributed $570,976, net of tax.
Before the restructuring  charge and amortization  expense, on a cash basis, the
Company was at a breakeven position for the six months ended June 30, 2000.

Results  of  Operations  for the  three  months  ended  June 30,  2000 and 1999.
Revenues for the three months ended June 30, 2000 were $8,994,275, compared with
$9,199,081 for the three months ended June 30, 1999, a slight  decrease of 2.2%.
Government  revenues as compared to  commercial  for the three months ended June
30, 2000 have  increased 3%, while  commercial  revenues have  decreased 3% when
compared the three months ended June 30, 1999. The breakdown between  government
and commercial revenues for each of the three-month periods is as follows:

                      June 30, 2000                        June 30, 1999
              -----------------------------     --------------------------------
   Government   $    8,032,453        89%       $      7,883,767         86%
   Commercial          961,822        11%              1,315,314         14%
                --------------      ------      ----------------        -----
                $    8,994,275       100%       $      9,199,081        100%
               ===============      ======      ================        =====

Cost of sales as a percentage of revenue was 80% for the three months ended June
30, 2000, which increased  significantly  from a percentage of 74% for the three
months ended June 30, 1999.  This  increase was due  primarily to an increase in
the cost of  health  care  expenses  during  this  quarter  as the  Company  was
transferring  to a new policy.  This increase is not expected to continue in the
upcoming  quarters.  The shift in our  customer  mix to a larger  percentage  of
revenue  derived from government  customers also  contributed to the increase in
cost of goods sold as a percent of revenue.  G&A  expenses  for the three months
ended June 30, 2000 were  $2,429,073,  9% or $200,341  greater than  expenses of
$2,228,732  for the three months ended 1999.  This  increase was  primarily  the
result  of  the  acquisition  of  GEC  and  its  associated   expenses  equaling
approximately  $390,000,  offset by a  decrease  in the  Corporate  expenses  of
approximately $520,000 and an increase in sales and business development as well
as recruiting  expenses and the  establishment of the STI President's  office of
approximately $300,000.

The Company posted a net loss of $413,984 (4.6% of revenue) for the three months
ended June 30, 2000 as compared to income of $45,926  (0.5% of revenue)  for the
three months ended June 30, 1999.  The current  quarter's loss was the result of
the continued delay in the commercial  satellite business and the slow start for
fiscal year 2000 in the commercial IT business.

OUTLOOK

G&A  expenses  are  expected  to remain at the level  experienced  in the second
quarter as the effects of the recent  restructuring  are reflected.  The current
staffing,  in addition to the mutiplexing required of such staff,  positions the
Company  for the  positive  growth  anticipated  in the next  twelve to eighteen
months. With the increased emphasis on the deployment of new products,  customer
focus and sales and business  development,  the Company is positioned to address
three of the markets fastest growing sectors.

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

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

FORWARD-LOOKING STATEMENTS; RISKS AND UNCERTAINTIES

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

RISK FACTORS

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

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

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

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

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

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

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

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

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

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

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

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

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




<PAGE>


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

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 23,  2000.  The
following matters were approved by the vote specified below:
<TABLE>

Proposal 1 - Election of Directors              For           Withhold
----------------------------------              ---           --------
<S>                                         <C>               <C>
Gordon J. Comerford                         4,096,143         1,478,226
Joseph S. Kraemer                           4,098,821         1,475,548
Stephen S. Wolff                            4,096,821         1,477,548
</TABLE>
<TABLE>

Proposal 2                                      For            Against      Abstain
----------                                      ---            -------      -------
<S>                                         <C>                 <C>           <C>
Ratification of the selection of the firm   5,241,414           281,260       51,695
of Ernst & Young LLP as independent
Auditors for the fiscal year ending
December 31, 2000
</TABLE>

The text of the items  referred  to under  this Item 4 is set forth in the Proxy
Statement  dated May 8, 2000  previously  filed with the Securities and Exchange
Commission and incorporated herein by reference.

Item 5.  Other Information

1.       Exigent  Warrants  previously  traded on the Chicago Stock  Exchange as
         XNTWS and on the NASDAQ SmallCap as XGNTW expired on January 30, 2000.
2.       Stockholders  who intend to submit proposals at the 2001 Annual Meeting
         Stockholders  must notify the  Company's  Corporate  Secretary  of this
         intention  no  later  than  December  31,  2000.  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 2001 Annual Meeting.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Number        Exhibit
------        -------
27            Financial Data Schedule


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

         A current report on Form 8-K was filed with the Securities and Exchange
         Commission   (the   "Commission")   on  March  31,  2000  announcing  a
         restructuring plan.

         A current  report on Form 8-K was filed with the Commission on July 17,
         2000  announcing  that  Glenn  Dennis  was named  President  of Exigent
         Solutions Group, Inc.






<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 2, 2000         By:    /s/ B. R. Smedley
--------------            ------------------------------------------------
Date                       B.R. "Bernie" Smedley, Chief Executive Officer



August 2, 2000         By:    /s/ Sally Ball
--------------            ------------------------------------------------
Date                       Sally Ball, Principal Accounting Officer