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

                                  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:  September 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 September 29, 2000 was 6,021,457.


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

<PAGE>


                           EXIGENT INTERNATIONAL, INC.

                        QUARTER ENDED SEPTEMBER 30, 2000

                                      INDEX



PART I - FINANCIAL INFORMATION
<TABLE>


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

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

              Consolidated Statements of Operations for the Nine months Ended September 30, 2000 and 1999           5

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

              Consolidated Statements of Cash Flows for the Nine months Ended September 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 5.       Other Information.                                                                                   16

Item 6.       Exhibits 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>
                                                                         September 30, 2000
                                                                            (unaudited)          December 31, 1999
                                                                 ---------------------  -----------------------
CURRENT ASSETS
<S>                                                                     <C>                         <C>
      Cash and cash equivalents                                         $  1,264,288                 $    574,368
      Accounts receivable, pledged                                         2,155,148                    2,616,727
      Costs and estimated earnings in excess of
          billings on uncompleted contracts, pledged                       4,844,465                    4,790,742
      Prepaid expenses                                                       176,930                       42,492
      Income taxes receivable                                                273,972                      803,188
      Deferred income taxes                                                  336,000                      336,000
                                                                        ---------------------  -----------------------
      TOTAL CURRENT ASSETS                                                 9,050,803                    9,163,517
                                                                        ---------------------  -----------------------
PROPERTY AND EQUIPMENT
      Cost                                                                 6,356,747                    6,240,397
      Accumulated depreciation                                            (5,078,969)                  (4,699,750)
                                                                        ---------------------  -----------------------
      PROPERTY AND EQUIPMENT, NET                                          1,277,778                    1,540,647
                                                                        ---------------------  -----------------------
OTHER ASSETS
      Software development costs, net                                      4,107,207                    4,275,113
      Capitalized patent costs, net                                           94,512                       85,116
      Goodwill, net                                                        2,632,856                    2,848,220
      Deposits and other assets                                              144,662                      103,193
                                                                        ---------------------  -----------------------
      TOTAL OTHER ASSETS                                                   6,979,237                    7,311,642
                                                                        ---------------------  -----------------------
      TOTAL ASSETS                                                      $ 17,307,818                 $ 18,015,806
                                                                        =====================  =======================

</TABLE>










                             See accompanying notes.



<PAGE>



                                             EXIGENT INTERNATIONAL, INC.
                                       CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                         LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
                                                                        September 30, 2000
                                                                             (unaudited)          December 31, 1999
                                                                        ----------------------  -----------------------
CURRENT LIABILITIES
<S>                                                                     <C>
    Line of credit                                                          $    980,834               $  2,386,734
    Accounts payable                                                             936,609                    715,976
    Accrued payroll and other expenses                                         2,382,425                  2,187,690
    Billings in excess of costs and estimated earnings
        on uncompleted contracts                                                 551,902                    891,557
    Income taxes payable                                                               -                     17,827
    Current portion, long-term debt                                              205,873                  1,256,817
    Current portion, subordinated debt                                           250,000                    250,000
                                                                        ----------------------  -----------------------
    TOTAL CURRENT LIABILITIES                                                  5,307,643                  7,706,601
                                                                        ----------------------  -----------------------
LONG-TERM LIABILITIES
    Long-term debt, less current portion                                         132,923                    268,897
    Subordinated debt, less current portion                                      562,500                    750,000
    Deferred income taxes                                                        407,030                    505,000
                                                                        ----------------------  -----------------------
    TOTAL LONG-TERM LIABILITIES                                                1,102,453                  1,523,897
                                                                        ----------------------  -----------------------

    TOTAL LIABILITIES                                                          6,410,096                  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  September  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,  6,021,457 and
      4,845,149  issued and  outstanding  at September 30, 2000 and December 31,
      1999, respectively                                                          60,215                     48,452
    Paid in capital                                                            5,804,163                  2,646,445
    Retained earnings                                                          5,033,193                  6,089,723
                                                                        ----------------------  -----------------------
    TOTAL STOCKHOLDERS' EQUITY                                                10,897,722                  8,785,308
                                                                        ----------------------  -----------------------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                $ 17,307,818              $  18,015,806
                                                                        ======================  =======================
</TABLE>





                             See accompanying notes.


<PAGE>



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

                                                                                 For the nine months ended
                                                                         September 30, 2000     September 30, 1999
                                                                             (unaudited)            (unaudited)
                                                                        ---------------------- ----------------------

<S>                                                                        <C>                    <C>
REVENUES                                                                   $ 28,008,293           $ 27,411,683
COST OF SALES                                                                21,551,170             20,188,462
                                                                        ---------------------- ----------------------
GROSS PROFIT                                                                  6,457,123              7,223,221

GENERAL AND ADMINISTRATIVE EXPENSES                                           7,392,346              6,439,644
RESEARCH AND DEVELOPMENT COSTS                                                   21,332                189,368
RESTRUCTURING COSTS                                                             422,803                      -
AMORTIZATION OF GOODWILL                                                        215,363                      -
                                                                        ---------------------- ----------------------
OPERATING INCOME (LOSS)                                                      (1,594,721)               594,209
                                                                        ---------------------- ----------------------

OTHER INCOME (EXPENSE)
      Interest income                                                            78,926                 20,196
      Interest expense                                                         (107,090)               (37,178)
      Loss on disposal of fixed assets                                                -                 (6,620)
      Other, net                                                                 39,986                 12,407
                                                                        ---------------------- ----------------------
TOTAL OTHER INCOME (EXPENSE)                                                     11,822                (11,195)
                                                                        ---------------------- ----------------------
INCOME (LOSS) BEFORE INCOME TAXES                                            (1,582,899)               583,014

INCOME TAX EXPENSE (BENEFIT)                                                   (526,370)               233,206
                                                                        ---------------------- ----------------------

NET INCOME (LOSS)                                                       $    (1,056,529)           $   349,808
                                                                        ====================== ======================

EARNINGS (LOSS) PER SHARE - BASIC                                       $         (0.18)                  0.08
                                                                        ====================== ======================

EARNINGS (LOSS) PER SHARE - DILUTED                                     $         (0.18)                  0.06
                                                                        ====================== ======================

</TABLE>



                             See accompanying notes.



<PAGE>

                                            EXIGENT INTERNATIONAL, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

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

<S>                                                                       <C>                      <C>
REVENUE                                                                   $    8,704,022           $   9,121,721
COST OF SALES                                                                  6,798,095               6,628,571
                                                                        ----------------------  ---------------------
GROSS PROFIT                                                                   1,905,927               2,493,150

GENERAL AND ADMINISTRATIVE EXPENSES                                            2,090,449               2,078,412
RESEARCH AND DEVELOPMENT COSTS                                                    13,694                 164,430
RESTRUCTURING COSTS                                                                    -                       -
AMORTIZATION OF GOODWILL                                                          71,788                       -
                                                                        ----------------------  ---------------------
OPERATING INCOME                                                                (270,004)                250,308
                                                                        ----------------------  ---------------------

OTHER INCOME (EXPENSE)
      Interest income                                                             60,160                   8,386
      Interest expense                                                           (23,420)                (12,106)
      Loss on disposal of fixed assets                                                 -                  (3,815)
      Other, net                                                                      32                   6,980
                                                                        ----------------------  ---------------------
TOTAL OTHER INCOME (EXPENSE)                                                      36,772                    (555)
                                                                        ----------------------  ---------------------
INCOME (LOSS) BEFORE INCOME TAXES                                               (233,232)                249,753

INCOME TAX EXPENSE                                                                     -                  99,902
                                                                        ----------------------  ---------------------

NET INCOME (LOSS)                                                           $   (233,232)           $    149,851
                                                                        ======================  =====================

EARNINGS (LOSS) PER SHARE - BASIC                                       $          (0.04)           $       0.03
                                                                        ======================  =====================

EARNINGS (LOSS) PER SHARE - DILUTED                                     $          (0.04)           $       0.03
                                                                        ======================  =====================

</TABLE>


                             See accompanying notes.




<PAGE>



                                             EXIGENT INTERNATIONAL, INC.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
                                                                                  For the nine months ended
                                                                         September 30, 2000      September 30, 1999
                                                                             (unaudited)             (unaudited)
                                                                        ----------------------  ----------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                        <C>                     <C>
      Net income (loss)                                                    $    (1,056,529)        $     349,808
                                                                        ----------------------  ----------------------
      Adjustments to reconcile net income (loss) to net cash provided
          (used) by operating activities:
      Depreciation and amortization                                              1,794,198             2,111,105
      Accretion of unearned stock compensation                                       8,350                16,700
      Loss on disposal of fixed assets                                                   -                 6,620
      Deferred income taxes                                                        (97,970)                    -
      Changes in operating assets and liabilities:
         Accounts receivable                                                       461,579               (97,768)
         Costs and estimated earnings in excess of
            billings on uncompleted contracts                                      (53,723)             (511,466)
         Prepaid expenses                                                         (134,438)               (6,785)
         Income taxes receivable                                                   529,216                     -
         Deposits                                                                  (41,469)               (5,233)
         Accounts payable                                                          220,633                24,046
         Accrued expenses                                                          194,735               140,162
         Billings in excess of costs and estimated earnings
            on uncompleted  contracts                                             (339,655)              519,006
         Income taxes payable                                                      (17,827)              220,560
         Other liabilities                                                               -                   (44)
                                                                        ----------------------  ----------------------
      Total adjustments                                                          2,523,629             2,416,903
                                                                        ----------------------  ----------------------

NET CASH  PROVIDED BY OPERATING ACTIVITIES                                       1,467,100             2,766,711
                                                                        ----------------------  ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash paid for acquisition of capital assets                                 (116,351)              (46,091)
      Cash paid for capitalized software development                            (1,031,709)           (1,822,350)
      Cash paid for capitalized patent costs                                        (9,396)                    -
                                                                        ----------------------  ----------------------
NET CASH USED IN INVESTING ACTIVITIES                                           (1,157,456)           (1,868,441)
                                                                        ----------------------  ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net borrowings under line of credit                                       (1,405,900)             (999,359)
      Principal payments on long-term debt                                      (1,374,418)              (54,859)
      Proceeds from exercise of stock options and warrants                       3,160,594               399,176
                                                                        ----------------------  ----------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                380,276              (655,042)
                                                                        ----------------------  ----------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                          689,920               243,228

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     574,368               429,970
                                                                        ----------------------  ----------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $   1,264,288          $    673,198
                                                                        ======================  ======================

</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  September 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 nine  months  ended  September  30, 2000 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

NOTE 2 - LINE OF CREDIT

Exigent Software Technology, Inc. ("ESTI"),  Exigent's primary subsidiary, had a
$5,000,000  line of credit  available  from a bank as of September  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 September 30, 2000 and December 31, 1999, the outstanding draws
against the line of credit  were  $980,834  and  $2,386,734,  respectively.  The
interest  rate at September  30, 2000 and December 31, 1999 was 9.12% and 8.29%,
respectively. All accounts receivable, equipment, furniture and fixtures of ESTI
are pledged as collateral on the line of credit.

The  weighted  average  interest  rate  on  short-term   borrowings  during  the
nine-month period ended September 30, 2000 was 9.04%.

NOTE 3 - EARNINGS PER SHARE

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

<TABLE>
                                                                For the nine months ended
                                                        September 30, 2000      September 30, 1999
                                                      ------------------------ ----------------------
Numerator:
  Net income (loss) (numerator for basic
<S>                                                        <C>                       <C>
     and diluted earnings per share)                       $      (1,056,529)        $       349,808
                                                      ======================== ======================
Denominator:
  Denominator for basic earnings per share-
      weighted average  common shares                              5,759,294               4,378,687
  Effect of dilutive securities:
    Convertible preferred stock                                            -                 437,333
    Stock options and warrants                                             -                 709,714
                                                      ------------------------ ----------------------

  Denominator for diluted earnings per share-
      adjusted weighted average shares                             5,759,294               5,525,734
                                                      ------------------------ ----------------------

Basic earnings (loss) per share                             $          (0.18)         $         0.08
                                                      ======================== ======================

Diluted earnings (loss) per share                            $         (0.18)         $         0.06
                                                      ======================== ======================
</TABLE>

In  computing  diluted  earnings  (loss)  per  share for the nine  months  ended
September 30, 2000,  191,646 of common share  equivalents were excluded from the
computation because their effects would have been anti-dilutive.

<PAGE>

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

<TABLE>
                                                               For the three months ended
                                                        September 30, 2000      September 30, 1999
                                                      ------------------------ ----------------------
                                                      ------------------------ ----------------------
Numerator:
  Net income (loss) (numerator for basic
<S>                                                          <C>                      <C>
     and diluted earnings per share)                         $      (233,232)         $      149,851
                                                      ======================== ======================
Denominator:
  Denominator for basic earnings per share-
    weighted average  common shares                                6,010,290               4,602,584
  Effect of dilutive securities:
    Convertible preferred stock                                            -                 251,701
    Stock options and warrants                                             -                 583,810
                                                      ------------------------ ----------------------
  Denominator for diluted earnings per share-
    adjusted weighted average shares                               6,010,290               5,438,095
                                                      ------------------------ ----------------------
Basic earnings (loss) per share                               $        (0.04)          $        0.03
                                                      ======================== ======================
Diluted earnings (loss) per share                             $        (0.04)          $        0.03
                                                      ======================== ======================
</TABLE>


In  computing  diluted  earnings  (loss)  per share for the three  months  ended
September 30, 2000,  28,626 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 nine  months  ended
September 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>
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    397,973     3,980         -         -      982,736           -       986,716
    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                                 -         -         -         -            -  (1,056,530)   (1,056,530)
                                     -------------------------------------------------------------------------------

BALANCE SEPTEMBER 30, 2000           6,021,457   $60,215    15,132       151   $5,804,163  $5,033,193   $10,897,722
                                     ===============================================================================

</TABLE>



<PAGE>


NOTE 5 - STOCK OPTIONS

Stock option  activity,  during the nine months ended  September 30, 2000, is as
follows:


                                                               Weighted Average
                                                  Options       Exercise Price
                                           ------------------------------------
  Outstanding - as of December 31, 1999          2,408,272         $      3.34
  Granted                                        1,292,110                2.63
  Exercised                                        372,151                2.49
  Forfeited                                        600,028                3.19
                                           ------------------------------------
  Outstanding - end of period                    2,728,203         $      3.15
                                           ====================================
  Exercisable at end of period                   1,068,717

  Weighted-average fair value of
      options granted during the
      period                               $          2.63


At September 30, 2000,  the range of exercise  prices and remaining  contractual
life of  outstanding  options  was $2.44 to $4.38  and 0.3 years to 9.88  years,
respectively, with the weighted average at $3.15 and 7.31 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  September 30, 2000
includes the operations of GEC, while the statement of operations for the period
ended September 30, 1999 does not. The following table  represents the unaudited
pro forma  results of  operations  for the nine months ended  September 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                               $     31,714,334
         Net income                                           564,666
         EPS (diluted)                               $           0.10

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 September  30, 2000 as compared  with the fiscal year
ended  December 31, 1999,  (ii) the  consolidated  results of operations for the
nine  months  ended  September  30,  2000 and 1999,  and (iii) the  consolidated
results of operations for the three months ended September 30, 2000 and 1999, of
Exigent  International,  Inc.  ("the  Company")  and its  subsidiaries:  Exigent
Software  Technology,  Inc.  ("ESTI"),  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 ESTI,
has  designed  and  deployed  satellite  command and  control and  communication
systems for more than twenty years.  ESTI has 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 its
experience in building such systems. The Company's engineers also provide system
integration  support for customers  throughout the United States.  The Company's
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 in the near future. The Company's newest
product  release,  OS/COMET 4.0, was delivered to its first customer  during the
first quarter of FY 2000 and provides a maintainable,  scalable  product for the
next  generation of  communication  satellites.  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.

ESTI's government  services  business  continues with orders coming in from both
existing and new customers.  The backlog as of September 30, 2000 for commercial
and government contracts was $34,506,386, of which $29,630,857 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.
<PAGE>

The Company's  newest business area is its EDT&WN  business.  As a result of the
Company's  software-defined  radio product ("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,  it
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 several  commercial  opportunities in digital wireless  technologies
for this rapidly  expanding  market.  EDT&WN is also addressing  distribution of
"shrink-wrapped"  middleware  software,  including  ActiveM  and  certain  other
products as well as all FotoTag opportunities.

Liquidity.  As of  September  30,  2000,  Exigent's  ratio of current  assets to
current  liabilities  increased  to 1.7  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.  The Company's  current  asset to current  liability
ratio also increased as a result of a decrease in the outstanding balance on the
line of credit due to the capital received through the exercise of stock options
and warrants as well as the  collection  of accounts  receivable  and income tax
refunds. The sources and uses of cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents)  increased  $689,920 during
the nine months ended  September 30, 2000. The increase was due to cash provided
by financing  activities  of  $380,276,  cash used in  investing  activities  of
$1,157,456 and cash provided by operating activities of $1,467,100. The increase
in cash from financing  activities for the nine-month period ended September 30,
2000 was primarily the result of proceeds from the exercise of stock options and
warrants of  $3,160,594  offset by payments on the current  portion of long-term
debt of  $1,374,418  and on the line of credit  of  $1,405,900.  By  comparison,
Exigent's cash portfolio  increased $243,228 for the nine months ended September
30, 1999.  This  increase was due to cash  provided by operating  activities  of
$2,766,711,  cash used in investing  activities of  $1,868,441  and cash used in
financing activities of $655,042.

In the nine months  ended  September  30,  2000,  Exigent  acquired  $116,351 of
capital assets  compared to $46,091 in the nine months ended September 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 four fiscal years, the Company has made substantial  investments
in the  development  of software  products.  The  investments  made for the nine
months  ended   September   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 nine months ended  September  30, 2000 and 1999,  Exigent
spent  $1,031,709  and  $1,822,350,   respectively,   in  capitalized   software
development  costs.  The  decrease  in the first nine months of fiscal year 2000
resulted  from a reduced  new product  development  effort with only one product
currently under development. This product is scheduled for completion during the
fourth quarter of FY 2000.  Investment in capitalized  software development will
continue to decline as this product is completed and released to customers.
<PAGE>

As of September 30, 2000,  Exigent had  cumulatively  borrowed  $980,834 under a
line of  credit  to fund its  operations.  The  Company  reduced  long-term  and
subordinated  debt by $1,374,418 during the nine months ended September 30, 2000
to $695,423.  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  will,  however,  be required to finance ESG and EDT&WN
growth as well as future  strategic  initiatives.  The Company is  currently  in
discussions with several  institutions to finance the Company's  strategic plan,
any associated acquisitions as well as other strategic  alternatives.  There can
be no assurance that definitive arrangements relating to these alternatives will
be entered into on acceptable terms. Should such arrangements not be acceptable,
the Company  will be required to  prioritize  its future  strategic  initiatives
accordingly.

Results of  Operations  for the nine months ended  September  30, 2000 and 1999.
Revenues for the nine months ended September 30, 2000 were $28,008,293, compared
with  $27,411,683  for the nine months ended  September 30, 1999, an increase of
2.2%.  Government  revenues  have  increased  1.6%  for the  nine  months  ended
September 30, 2000 while  commercial  revenues have increased 5.7% when compared
to the nine months ended September 30, 1999, respectively. The breakdown between
government  and  commercial  revenues for each of the  nine-month  periods is as
follows:

                   September 30, 2000                  September 30, 1999
              ------------------------------     ----------------------------
   Government $    24,074,132           86%       $   23,689,661         86%
   Commercial       3,934,161           14%            3,722,022         14%
              ----------------      --------     ----------------  ----------
              $    28,008,293          100%       $   27,411,683        100%
              ================      ========     ================  ==========

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

Cost of sales as a  percentage  of  revenue  was 77% for the nine  months  ended
September  30, 2000,  which was a increase from a percentage of 74% for the nine
months ended  September 30, 1999. The change was due to the increase in services
revenue as a percentage of total revenue, which are generally at a lower margin,
in addition to a one-time sale of commercial  services made at cost. General and
administrative  ("G&A")  expenses for the nine months ended  September  30, 2000
were $8,051,844,  21% or $1,422,832  greater than expenses of $6,629,012 for the
nine  months  ended  1999.  This  increase  was  primarily  the  result  of  the
acquisition  of  GEC  and  its  associated   expenses   equaling   approximately
$1,450,000.  In addition, the restructuring  announced in March 2000 resulted in
one-time restructuring charges of $422,803.

<PAGE>

The  Company  posted a net loss of  $1,056,529  (3.8% of  revenue)  for the nine
months  ended  September  30, 2000 as  compared  to income of $349,808  (1.3% of
revenue) for the nine months ended September 30, 1999. This loss was anticipated
as a result of the aforementioned restructuring charges as well as the continued
delay in the commercial  satellite business due to capital market funding issues
 . The current year loss before the expenses  incurred for the  restructuring was
$707,659, net of tax, of which the amortization of intangible assets contributed
$863,137,  net of tax. Before the restructuring charge and amortization expense,
on a cash basis,  the Company  posted  earnings of $155,478 or $0.03 per diluted
share for the nine months ended September 30, 2000.

Results of  Operations  for the three months ended  September 30, 2000 and 1999.
Revenues for the three months ended September 30, 2000 were $8,704,022, compared
with  $9,121,720  for the three months ended  September  30, 1999, a decrease of
4.6%.  Government  revenues  for the  three  months  ended  September  30,  2000
decreased 10.8%, while commercial  revenues increased 53.9% when compared to the
three months ended  September  30, 1999,  respectively.  The  breakdown  between
government and  commercial  revenues for each of the  three-month  periods is as
follows:

                      September 30, 2000                September 30, 1999
                 ------------------------------     ----------------------------
   Government     $     7,348,887         84%       $     8,241,450        90%
   Commercial           1,355,135         16%               880,271        10%
                 ------------------    --------     -----------------    -------
                  $     8,704,022        100%       $     9,121,721       100%
                 ==================    ========     =================    =======

Cost of sales as a  percentage  of revenue  was 78% for the three  months  ended
September  30, 2000,  which  increased  from a  percentage  of 73% for the three
months  ended  September  30,  1999.  This  increase  in the  cost of sales as a
percentage of revenue can be  attributed to the decrease in product  revenue and
increase in  services  revenue.  The gross  margin in the  services  business is
historically  lower than the product  revenue.  The gross  margin is expected to
increase as the  commercial  services  business as well as the product  business
increases as a percentage  of total  revenue.  G&A expenses for the three months
ended  September 30, 2000 were  $2,175,931,  3% or $66,911 less than expenses of
$2,242,842 for the three months ended 1999.  This decrease  reflects the actions
taken by the Company to reduce  costs in March 2000  through its  restructuring,
offset by the addition of GEC and its associated expenses.

The Company posted a net loss of $233,232 (2.7% of revenue) for the three months
ended September 30, 2000 as compared to income of $149,851 (1.6% of revenue) for
the three months ended  September 30, 1999.  The current  quarter's loss was the
result of a delay in the completion  and delivery of the DMTK product.  Delivery
of DMTK is expected in the next quarter.  The cash earnings for the three months
ended September 30, 2000 were $149,890 or $0.02 per diluted share.

OUTLOOK

G&A expenses are expected to remain at or close to the level  experienced in the
past  two  quarters,  net  of  R&D  expenses,  as  the  effects  of  the  recent
restructuring  are  reflected.   The  current  staffing,   in  addition  to  the
mutiplexing  required of such staffing level is not adequate to keep up with 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 trying to address  several  rapidly
growing markets.  However,  the Company is having a problem  retaining the staff
due to very high compensation being offered by other contractors. We are able to
hire  in the  open  market  but  the  competitive  nature,  particularly  in the
Information  Technology  and  Enterprise  Engineering  areas of our  business is
hurting our revenue growth and  associated  earnings due to a higher than normal
turnover.  Management is attempting  to correct this  situation  while trying to
remain competitive in the pursuit of new business.

<PAGE>

Management  believes that the benefit  package  offered by Exigent  remains very
competitive and should help to retain the majority of the 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.

The  Company's  current  business plan is to seek  opportunities  for growth and
diversification of its product and service offerings through internal growth and
acquisitions as well as to pursue other strategic alternatives.  There can be no
assurance that definitive  arrangements  relating to these  alternatives will be
entered into on acceptable  terms.  Should such  arrangements not be acceptable,
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.

<PAGE>

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 getting
     more expensive each month;

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

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

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

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

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

Item 3.  Quantitative and Qualitative Disclosure of Market Risk

Not applicable.

<PAGE>

PART II - OTHER INFORMATION

Item 5.  Other Information

1.       Exigent Warrants previously  traded on the  Chicago  Stock  Exchange as
         XNTWS and on the NASDAQ  SmallCap as XGNTW expired on January 30, 2000.
2.       Stockholders  who intend to submit proposals at the 2001 Annual Meeting
         of 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  November  9, 2000  announcing  the
         engagement of CIBC World Markets to explore  strategic  alternatives on
         behalf of the Company.







<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.



November 9, 2000          By:    /s/ B. R. Smedley
----------------             ------------------------------------------------
Date                          B.R. "Bernie" Smedley, Chief Executive Officer



November 9, 2000          By:    /s/ Sally Ball
----------------              -----------------------------------------------
Date                          Sally Ball, Chief Financial Officer