FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

(Mark One)
[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended  June 30, 1999
                                ------------------------------------------------
                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from                      to
                                -------------------   --------------------------

Commission file number 0-13324
                       ---------------------------------------------------------

                            QUESTRON TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                   23-2257354
--------------------------------------------------------------------------------
   (State or other jurisdiction of incorporation       (I.R.S. Employer
             or organization)                          Identification No.)

             6400 Congress Avenue, Suite 200A, Boca Raton, FL 33487
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                (561) 241 - 5251
--------------------------------------------------------------------------------
              (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 past 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
     --------      -------

           As of August 9, 1999,  there were  6,635,847  shares of the  issuer's
common stock, par value $.001 per share, outstanding.



<PAGE>
                            QUESTRON TECHNOLOGY, INC.


                                      INDEX

This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,  which
involves certain risks and uncertainties. The Company's actual results in future
periods may be  materially  different  from any future  performance  anticipated
herein. Each forward-looking  statement that the Company believes is material is
accompanied  by a  cautionary  statement  or  statements  identifying  important
factors  that  could  cause  actual  results  to differ  materially  from  those
described in the  forward-looking  statement.  In the context of forward-looking
information provided in this Quarterly Report on Form 10-Q and in other reports,
please refer to the discussion of risk factors detailed in, as well as the other
information contained in, the Company's filings with the Securities and Exchange
Commission during the past 12 months.


<TABLE>
<CAPTION>
                                                                                                                   Page No.
                                                                                                               -----------------
<S>                           <C>                                                                                    <C>
PART I.   Financial Information

          Item 1.  Financial Statements

                              Consolidated Balance Sheet -
                              At June 30, 1999 (unaudited) and December 31, 1998                                       3

                              Consolidated Statement of Income (unaudited) -
                              Three months and six months ended June 30, 1999 and 1998                                 4

                              Consolidated Statement of Cash Flows (unaudited) -
                              Six months ended June 30, 1999 and 1998                                                  5

                              Notes to Consolidated Financial Statements                                            6-11

          Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations           12-15

          Item 3.  Quantitative and Qualitative Disclosure About Market Risk                                          15

PART II.  Other Information                                                                                           16

Signature Page                                                                                                        17
</TABLE>


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                 JUNE 30, 1999 (unaudited) AND DECEMBER 31, 1998

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                                 June 30,      December 31,
                                                                                                   1999            1998
                                                                                       ---------------------  ------------
Current assets:
<S>                                                                                             <C>            <C>
   Cash and cash equivalents                                                                    $    992,507   $   229,285
   Accounts receivable, less allowance for
      doubtful accounts of  $187,211 and $186,256                                                 15,365,203    11,279,876
   Other receivables                                                                                 277,718        70,412
   Inventories                                                                                    31,916,361    20,972,593
   Income taxes paid                                                                                 254,656            --
   Other current assets                                                                              665,245       345,814
                                                                                       ---------------------  ------------

Total current assets                                                                              49,471,690    32,897,980

Property and equipment - net                                                                       2,541,965     2,042,786
Cost in excess of net assets of businesses acquired,
   less accumulated amortization of $1,835,585 and $1,165,977, respectively                       70,561,034    37,575,334
Deferred income taxes                                                                              2,841,852     2,848,497
Other assets                                                                                       4,497,756     2,360,656
                                                                                       ---------------------  ------------

      Total assets                                                                              $129,914,297   $77,725,253
                                                                                       =====================  ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                                             $ 7,336,528      $ 5,328,023
   Accrued expenses                                                                               2,701,578        1,415,626
   Income taxes payable                                                                                  --        1,715,501
   Current portion of long-term debt                                                              1,415,000        1,811,802
                                                                                       ---------------------  ---------------

Total current liabilities                                                                        11,453,106       10,270,952
Deferred income taxes payable                                                                       821,616          364,639
Long-term debt                                                                                   84,130,681       39,285,698
                                                                                       ---------------------  ---------------

      Total liabilities                                                                          96,405,403       49,921,289
                                                                                       ---------------------  ---------------
Commitments and contingencies
Common stock subject to put option agreement                                                        294,404          339,697
Shareholders' Equity:
  Common stock, $.001 par value; authorized 20,000,000
     shares; issued 6,647,696 shares in 1999 and 4,795,175 in 1998                                    6,648            4,795
   Additional paid-in capital                                                                    45,498,554       39,615,998
   Accumulated deficit                                                                          (11,935,234)     (11,801,048)
                                                                                       ---------------------  ---------------
                                                                                                 33,569,968       27,819,745
   Less: Treasury stock, 11,849 shares,  at cost                                                   (355,478)        (355,478)
                                                                                       ---------------------  ---------------

Total shareholders' equity                                                                       33,214,490       27,464,267
                                                                                       ---------------------  ---------------

Total liabilities and shareholders' equity                                                    $ 129,914,297      $77,725,253
                                                                                       =====================  ===============
</TABLE>

                 See notes to Consolidated Financial Statements.

                                       3
<PAGE>



                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                           THREE MONTHS AND SIX MONTHS
                    ENDED JUNE 30, 1998 AND 1997 (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended                        Six Months Ended
                                                                      June 30,                                 June 30,
                                                             ---------------------------------   -----------------------------------

                                                                 1999              1998                 1999           1998
                                                             ------------    ----------------    -----------------  -----------

<S>                                                          <C>                 <C>                  <C>           <C>
Sales                                                        $29,973,887         $10,670,970          $49,278,373  $21,071,936
Cost of goods sold                                            18,465,421           6,380,473           30,281,073   12,561,823
                                                             ------------    ----------------    -----------------  -----------

Gross Profit                                                  11,508,466           4,290,497           18,997,300    8,510,113

Selling, general & administrative expenses                     7,575,498           2,573,014           12,252,134    5,063,581
Depreciation and amortization                                    563,468             169,559              932,416      333,159
                                                             ------------    ----------------    -----------------  -----------

Total operating expenses                                       8,138,966           2,742,573           13,184,550    5,396,740
                                                             ------------    ----------------    -----------------  -----------

Operating income                                               3,369,500           1,547,924            5,812,750    3,113,373
Interest expense                                               1,790,731             331,398            3,042,683      612,773
                                                             ------------    ----------------    -----------------  -----------

Income before income taxes and extraordinary charge            1,578,769           1,216,526            2,770,067    2,500,600
Provision for income taxes                                       710,446             498,776            1,198,879    1,025,246
                                                             ------------    ----------------    -----------------  -----------

Income before extraordinary charge                               868,323             717,750            1,571,188    1,475,354

Extraordinary charge in connection with the early
    extinguishment of debt (less applicable income
    taxes of $1,187,604)                                       1,451,516                  --            1,451,516           --
                                                             ------------    ----------------    -----------------  -----------

Net income (loss)                                            $ (583,193)          $  717,750           $  119,672    1,475,354
                                                             ============    ================    =================  ===========

Net income (loss)                                            $ (583,193)          $  717,750           $  119,672    1,475,354
Deduct: Preferred Stock dividend                                      --              33,063                   --       66,126
             Imputed non-cash Preferred Stock dividend                --             214,709                   --      412,478
                                                             ------------    ----------------    -----------------  -----------

Net income (loss) used in per common share calculation       $ (583,193)          $  469,978           $  119,672   $  996,750
                                                             ============    ================    =================  ===========

Per common share:

  Income per common share before extraordinary charge             $  .15              $   .22              $  .29       $  .47
  Extraordinary charge                                              (.25)                  --                (.27)          --
                                                               ----------         ------------          ----------  -----------
  Net income (loss) per common share                             $  (.10)             $   .22              $  .02       $  .47
                                                               ==========         ============          ==========  ===========

Per diluted common share:

  Income per diluted common share before extraordinary charge     $  .15              $   .15              $  .28       $  .31
  Extraordinary charge                                              (.25)                  --                (.26)          --
                                                               ----------         ------------          ----------  -----------
  Net income (loss) per diluted common share                     $  (.10)             $   .15              $  .02       $  .31
                                                               ==========         ============          ==========  ===========

Average number of common shares outstanding                    5,913,996           2,127,934            5,461,084    2,121,897
                                                             ============    ================    =================  ===========

Average number of diluted common shares outstanding            5,980,365           4,911,357            5,530,352    4,816,487
                                                             ============    ================    =================  ===========
</TABLE>

             See Notes to Consolidated Financial Statements.


                                        4
<PAGE>


                 QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
                 SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                         June 30,                   June 30,
                                                                                           1999                       1998
                                                                                ------------------------  ------------------------
Cash flows from operating activities:
<S>                                                                                      <C>                       <C>
  Net income                                                                             $    119,672              $   1,475,354
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                                           932,416                    333,159
      Provision for doubtful accounts                                                              --                     20,013
      Extraordinary charge in connection with the early extinguish-
          ment of debt (less applicable income taxes of $1,187,604)                         1,451,516                         --
  Change in assets and liabilities:
     Increase in accounts receivable                                                         (285,378)                (1,268,049)
     Increase in other receivables                                                           (207,306)                   (14,272)
     Increase in inventories                                                               (3,771,660)                (2,401,562)
     (Decrease) increase in accounts payable                                                 (344,811)                 1,448,528
     Increase (decrease) in accrued expenses                                                  658,817                   (442,599)
     (Decrease) increase in income taxes payable                                           (2,112,068)                   674,671
     Increase in deferred income taxes                                                        125,477                    363,427
     Increase in other assets                                                                (287,640)                  (458,813)
                                                                                ------------------------  ------------------------

     Net cash used in operating activities                                                 (3,720,965)                  (270,143)
                                                                                ------------------------  ------------------------

Cash flows from investing activities:
  Net cash consideration paid for acquired business                                       (28,799,567)                  (605,966)
  Acquisition of property and equipment                                                      (194,294)                  (448,849)
                                                                                ------------------------  ------------------------
     Net cash used in investing activities                                                (28,993,861)                (1,054,815)
                                                                                ------------------------  ------------------------

Cash flows from financing activities:
  Proceeds from borrowings under revolving facility                                         1,762,927                  2,900,000
  Proceeds from long-term debt financing                                                   72,500,000                         --
  Repayment of long-term debt                                                             (35,000,000)                  (833,334)
  Repayment of revolving facilities                                                                --                 (1,325,000)
  Fees and expenses associated with long-term debt financing                               (4,112,982)                        --
  Extraordinary charge in connection with the early extinguish-
    ment of debt (less applicable income taxes of $1,187,604)                              (1,451,516)                        --
  Proceeds from capital lease for computer system                                                  --                    371,228
  Payments on capital leases                                                                  (79,772)                   (55,090)
  Payments in respect of exercise of put options                                              (45,293)                        --
  Payments on notes issued for acquired businesses                                            (95,316)                   (64,718)
                                                                                ------------------------  ------------------------
     Net cash provided by financing activities                                             33,478,048                    993,086
                                                                                ------------------------  ------------------------

Increase (decrease) in cash and cash equivalents                                              763,222                   (331,872)
Cash and cash equivalents at beginning of period                                              229,285                    875,080
                                                                                ------------------------  ------------------------

Cash and cash equivalents at end of period                                              $     992,507               $    543,208
                                                                                ========================  ========================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       5
<PAGE>


                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Note 1.    Basis of presentation.

           The accompanying  unaudited consolidated financial statements include
the  accounts  of  Questron  Technology,   Inc.,  a  Delaware  corporation  (the
"Company") and its subsidiaries. The consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and in  accordance  with  the  Securities  and  Exchange
Commission's instructions for Form 10-Q. Accordingly, they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements.

           Management  believes  that  all  adjustments  (consisting  of  normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1999 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1999. The consolidated  balance sheet at December 31, 1998 has been
derived from the audited  balance sheet at that date.  For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Company's annual report on Form 10-KSB for the year ended December 31, 1998.


                                       6
<PAGE>


                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Note 2.    Earnings per share.

           The following table sets forth the calculation of net income per
common share and net income per diluted common share:


<TABLE>
<CAPTION>

                                                     For the three months ended              For the six months ended
                                              --------------------------------------   ------------------------------------
                                                June 30, 1999       June 30, 1998       June 30, 1999       June 30, 1998
                                               ---------------     ---------------     ----------------    ----------------
<S>                                           <C>                   <C>                <C>                 <C>

Numerator:

      Income before extraordinary charge            $  868,323         $  717,750          $ 1,571,188         $ 1,475,354
      Less: Preferred stock dividends                       --            247,772                   --             478,604
                                              -----------------     --------------     ----------------    ----------------
       Numerator for income per common
         share before extraordinary charge             868,323            469,978            1,571,188             996,750
      Effect of dilutive securities:
      Preferred stock dividends                             --            247,772                   --             478,604
                                              -----------------     --------------     ----------------    ----------------

      Numerator for income per diluted
         common share before extraordinary
         charge                                        868,323            717,750            1,571,188           1,475,354
                                              =================     ==============     ================    ================

      Numerator for income per common
         share before extraordinary charge             868,323            469,978            1,571,188             996,750
      Extraordinary charge                         (1,451,516)                 --          (1,451,516)                  --
                                              -----------------     --------------     ----------------    ----------------

      Numerator for net income per common
         share                                       (583,193)            469,978              119,672             996,750
      Effect of dilutive securities:
      Preferred stock dividends                             --            247,772                   --             478,604
                                              -----------------     --------------     ----------------    ----------------

      Numerator for net income per diluted
         common share                                (583,193)            717,750              119,672           1,475,354
                                              =================     ==============     ================    ================
Denominator:
      Denominator for income per  common
         share  before extraordinary charge
         and for net income per common share         5,913,996          2,127,934            5,461,084           2,121,897
      Effect of dilutive securities:
         Options                                         1,803            129,144                4,525             120,779
         Warrants                                          543          1,001,154                  720             920,686
         Contingent shares - deferred
            purchase price                              64,023                 --               64,023                  --
         Convertible preferred stock                        --          1,653,125                   --           1,653,125
                                              -----------------     --------------     ----------------    ----------------

      Denominator for income per  diluted
         common share  before extraordinary
         charge and for net income per diluted
         common share                                5,980,365          4,911,357            5,530,352           4,816,487
                                              =================     ==============     ================    ================
Per common share:
      Income per common share before
         extraordinary charge                           $  .15             $  .22               $  .29              $  .47
      Extraordinary charge                               (.25)                 --                (.27)                  --
                                                   ------------        -----------         ------------        ------------

      Net income (loss) per common share               $ (.10)             $  .22               $  .02              $  .47
                                                   ============        ===========         ============        ============
Per diluted common share:
      Income per diluted common share
          before extraordinary charge                   $  .15             $  .15               $  .28              $  .31
      Extraordinary charge                               (.25)                 --                (.26)                  --
                                                   ------------        -----------         ------------        ------------

      Net income (loss) per diluted common
         share                                         $ (.10)             $  .15               $  .02              $  .31
                                                   ============        ===========         ============        ============
</TABLE>


                                       7
<PAGE>

                QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                 SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Note 3.    Acquisition of Action Threaded Products, Inc.

           Effective April 1, 1999, the Company  acquired 100% of the issued and
outstanding  capital  stock of  Action  Threaded  Products,  Inc.,  an  Illinois
corporation ("Action"), a privately owned company.

           The purchase price for Action consisted of:

(i)        $8,437,280 in cash;
(ii)       the  assumption of  $2,062,720  in debt net of cash on hand;
(iii)      470,588 shares of the Company's  common stock valued at $1,800,000;
(iv)       a note payable to the sellers of Action in the amount of $1,500,000;
           and
(v)        up to $1,800,000 if Action attains certain earnings targets for the
           twelve months ending March 31, 2000.

           The Company has  accounted  for such  acquisition  using the purchase
method of accounting. In connection with this acquisition,  the Company recorded
$10,012,494 of cost in excess of net assets of the business acquired.

Note 4.    Acquisition of Capital Fasteners, Inc.

           Effective  April 1, 1999, the Company  acquired of 100% of the issued
and  outstanding  capital  stock of Capital  Fasteners,  Inc., a North  Carolina
corporation ("Capital"), a privately owned company.

           The purchase price for Capital consisted of:

(i)        $7,037,197 in cash;
(ii)       the  assumption of  $1,220,078  in debt net of cash on hand;
(iii)      169,935 shares of the Company's common stock valued at $650,000;
(iv)       a note payable to the sellers of Capital in the amount of $2,000,000;
           and
(v)        up to $1,500,000 if Capital attains certain earnings targets for the
           twelve months ending March 31, 2000.

           The Company has  accounted  for such  acquisition  using the purchase
method of accounting. In connection with this acquisition,  the Company recorded
$9,415,759 of cost in excess of net assets of the business acquired.



                                       8
<PAGE>



                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Note 5.    Acquisition of Olympic Fasteners.

           Effective  April 1, 1999,  the  Company  acquired  the  business  and
operating assets of Metro Form  Corporation,  an Ohio corporation  d/b/a Olympic
Fasteners ("Olympic").

           The purchase price for Olympic consisted of:

(i)        $5,550,113 in cash;
(ii)       the  assumption  of  $960,481  in debt net of cash on hand;
(iii)      261,438 shares of the Company's  common stock valued at $1,000,000;
(iv)       a note payable to the sellers of Olympic in the amount of $1,500,000;
           and
(v)        up to $1,000,000 if Olympic attains certain earnings targets for the
           twelve months ending March 31, 2000.

           The Company has  accounted  for such  acquisition  using the purchase
method of accounting. In connection with this acquisition,  the Company recorded
$7,941,709 of cost in excess of net assets of the business acquired.


Note 6.    Acquisitions - Pro forma financial information.

           The following  unaudited pro forma  information for the three and six
month  periods  ended June 30, 1999 and 1998  presents  the  combined  operating
results of: the Company; Fas-Tronics, Inc., a Texas corporation ("Fas-Tronics"),
Fortune Industries, Inc., a Texas corporation ("Fortune"), and the operations of
AFCOM, Inc., a Florida corporation ("AFCOM"),  which were acquired in the second
half  of  1998;  and  Action,  Capital  and  Olympic,  as  though  each  of  the
acquisitions  had been made on January 1, 1998. The unaudited pro forma combined
summary of operations  includes the additional interest expense on debt incurred
in connection with the  acquisitions as if the debt had been  outstanding  since
January 1, 1998.  The pro forma net income per common  share and diluted  common
share  assume that all shares of common stock of the Company  outstanding  as of
June 30, 1999 were outstanding as of January 1, 1998. This pro forma information
does  not  purport  to be  indicative  of  what  would  have  occurred  had  the
acquisitions  been completed as of January 1, 1998 or results which may occur in
the future:



                                       9
<PAGE>


                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998


<TABLE>
<CAPTION>

                                                 Three months ended                               Six months ended
                                                      June 30,                                        June 30,
                                          ---------------------------------------    --------------------------------------------
                                             1999                 1998                      1999                   1998
                                          --------------   ----------------------    --------------------  ----------------------
<S>                                       <C>              <C>                       <C>                   <C>

Sales                                       $  29,973,887        $  27,233,823             $  58,537,627          $  54,259,328
                                          ---------------- --------------------      --------------------  ---------------------

Operating income                                3,369,500            3,508,915                 6,877,416              7,371,178
                                          ---------------- --------------------      --------------------  ---------------------

Net income                                  $     868,323        $     603,601             $   1,471,375          $   1,401,544
                                          ================ ====================      ====================  =====================

Net income                                  $     868,323        $     603,601             $   1,471,375          $   1,401,544
Less:
   Preferred stock dividends                           --               33,063                        --                 66,126
   Imputed non-cash dividend                           --              214,709                        --                412,478
                                          ---------------- --------------------      --------------------  ---------------------

Net income used in per
   common share calculation                  $    868,323        $     355,829             $   1,471,375           $    922,940
                                          ================ ====================      ====================  =====================

Pro forma net income per common share               $ .13                $ .09                     $ .22                  $ .24
                                                ==========            =========                 =========              =========

Pro forma net income per diluted common
   share                                            $ .13                $ .09                     $ .22                  $ .21
                                                ==========            =========                 =========              =========

Average number of common shares
   outstanding                                  6,586,524            3,923,914                 6,588,318              3,917,877
                                          ================ ====================      ====================  =====================

Average number of diluted
   common shares outstanding                    6,652,892            6,707,337                 6,657,069              6,612,467
                                          ================ ====================      ====================  =====================

</TABLE>

                                       10
<PAGE>


                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Note 7.    Revolving Credit Facility and Long-Term Debt.

           In connection with the  acquisitions of Action,  Capital and Olympic,
the Company  entered into a  $75,000,000  senior  secured  credit  facility with
Ableco Finance L.L.C.  and Congress  Financial  Corporation  (Florida).  Also in
connection  with the above  acquisitions,  the Company  completed a  $20,000,000
senior  subordinated debt private placement.  The senior subordinated notes were
placed with  affiliates of Albion Alliance LLC and Alliance  Capital  Management
LP, The Equitable Life Assurance  Society of the United States and IBJ Whitehall
Financial Group.

           The senior secured credit facility consists of a four and one-quarter
year term loan for $52,500,000 and a $22,500,000 revolving credit facility.  The
term loan is  divided  into two  notes:  Note A for  $25,000,000  and Note B for
$27,500,000.  The loan agreement  includes a provision for the  calculation of a
borrowing base,  which  determines the amount of borrowings  available under the
revolving  facility.  At June 30, 1999,  $7,078,146 was borrowed and outstanding
under  the  revolving  facility.  Of the  remaining  amount  of the  $22,500,000
revolving  facility,  $15,421,854  was  available  at June 30,  1999 for  future
working capital needs.  Interest on the revolving facility is due monthly at the
prime rate plus 1.5%,  with a minimum  rate of interest of 9.25% per annum.  The
Company can elect a LIBOR Rate  Election for amounts  borrowed  and  outstanding
under the revolving facility.  During all times that a LIBOR Rate Election is in
effect,  the interest due on the principal  amount of the LIBOR revolving credit
portion outstanding is at an interest rate of LIBOR plus 2.75%. Interest on term
loan Note A is due  monthly at the prime  rate plus 1.5% with a minimum  rate of
interest  of 9.5% per annum.  Interest on term loan Note B is due monthly at the
prime rate plus 3% with a minimum rate of interest of 11% per annum.

           Interest on the $20,000,000 senior subordinated debt is due quarterly
in arrears at a fixed rate of 12.5%  payable in cash and 2.00%  payable in kind.
Principal on the senior  subordinated  debt is payable in full at the end of six
years.  In connection  with the financing,  the Company issued 680,000 shares of
the Company's common stock to the senior subordinated lenders.


                                       11
<PAGE>



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

Results of Operations
---------------------

For the three month and six month periods ended June 30, 1999.
--------------------------------------------------------------

           The results of operations through June 30, 1999 include the operating
results of the  Company's  inventory  logistics  management  business,  Questron
Distribution  Logistics,  Inc.,  a  Delaware  corporation  ("QDL"),  its  master
distribution  of fasteners  business,  Integrated  Material  Systems,  Inc.,  an
Arizona   corporation   ("IMS")  and  its  lithium   battery  and  battery  pack
distribution  business,  Power  Components,  Inc.,  a  Pennsylvania  corporation
("PCI").  QDL,  formerly  Quest  Electronic  Hardware,  Inc.,  also includes the
operating results of Fortune,  Fas-Tronics,  AFCOM, Action,  Capital and Olympic
since their dates of acquisition.

           The  Company's  revenues  for the three  month and six month  periods
ended June 30,  1999  amounted to  $29,973,887  and  $49,278,373,  respectively,
compared with $10,670,970 and $21,071,936 for the comparable prior year periods.
The  significant  growth in the Company's  revenues for the periods is primarily
attributable to the acquisitions of Fortune, Fas-Tronics, AFCOM, Action, Capital
and Olympic,  as well as the  internal  growth of the other QDL branches and the
opening of a new QDL  branch in Grand  Rapids,  MI during the second  quarter of
1998. The revenues  associated with the above acquired  businesses for the three
and  six  month  periods  ended  June  30,  1999  amounted  to  $16,034,255  and
$22,913,343, respectively.

           The  Company's   operating  income  was  $3,369,500  and  $5,812,750,
respectively,  for the three month and six month  periods  ended June 30,  1999,
compared with  operating  income of $1,547,924 and $3,113,373 for the comparable
prior year periods. The increase in operating income for the three month and six
month  periods  ended June 30, 1999,  compared  with the  comparable  prior year
periods,  is primarily due to the increased operating income attributable to the
acquired businesses, as well as continued internal growth. Operating income as a
percentage  of sales for the three and six month  periods  ended  June 30,  1999
amounted to 11.2% and 11.8%, respectively, compared with 14.5% and 14.8% for the
three  month and six month  periods  ended  June 30,  1998,  respectively.  This
decline  is  primarily  due  to  the  higher  level  of  selling,   general  and
administrative  expenses associated with expansion to support growth in Anaheim,
CA,  Grand  Rapids,  MI, San Diego,  CA and San Jose,  CA and the opening of new
branches  in  Tucson,  AZ,  and  Nogales,  Mexico,  as  well  as  the  increased
amortization of goodwill related to the acquisitions. In addition, the operating
expenses  of the  acquired  businesses  include  redundant  costs  which will be
eliminated by the integration of these businesses.

           Interest  expense,  which reflects the cost of borrowings  associated
with the  acquisitions  of  Fortune,  Fas-Tronics,  AFCOM,  Action,  Capital and
Olympic, as well as borrowings  associated with QDL's working capital needs, for
the three month and six month periods ended June 30, 1999 amounted to $1,790,731
and $3,042,683,  respectively. For the comparable periods of the prior year, the
Company's   results   include   interest   expense  of  $331,398  and  $612,773,
respectively. The increase in interest expense principally reflects the costs of
increased borrowings to complete the acquisitions of


                                       12
<PAGE>



Fortune, FasTronics, AFCOM, Action, Capital and Olympic and to support the
working capital needs of QDL.

           The  provision  for  income  taxes for the three  month and six month
periods ended June 30, 1999 and 1998,  respectively,  reflects a federal  income
tax provision at an effective rate of 39.6% and 37.6%, respectively, and a state
income tax provision at an effective  rate of 5.4% and 5.7%,  respectively,  for
the states in which the Company does business.

           During the quarter,  the Company refinanced its existing debt and, as
a result,  incurred an  extraordinary  charge to earnings in the quarter for the
unamortized balance of loan costs related to the previous financing.  Income for
the  three  month  and six  month  periods  ended  June  30,  1999,  before  the
extraordinary  charge  in  connection  with the early  extinguishments  of debt,
amounted to $868,323 and $1,571,188,  respectively,  compared with net income of
$717,750  and  $1,475,354  for the  comparable  prior  year  periods.  After the
extraordinary charge, the Company incurred a net loss for the three months ended
June 30, 1999 of $583,193  and net income of $119,672  for the six months  ended
June 30, 1999. The improvement of income before the extraordinary  charge in the
current year  periods as compared  with the net income in the  comparable  prior
year  periods  reflects  the  increased  operating  income  attributable  to the
acquired businesses,  as well as continued internal growth, partially reduced by
increased selling, general and administrative expenses, interest expense, income
taxes and redundant expenses associated with the acquired businesses.


Liquidity and Capital Resources
-------------------------------

           As of  June  30,  1999,  the  Company  had  $2,496,572  in  cash  and
short-term investments, compared to $992,507 as of December 31, 1998. As of June
30, 1999, the Company had working capital of $38,018,584,  compared with working
capital of $22,627,028 as of December 31, 1998.

           For the six  months  ended  June 30,  1999,  the net cash used by the
Company's operating  activities amounted to $3,720,965,  principally  reflecting
the increase in inventories and  receivables  and decreases in accounts  payable
and income  taxes  payable,  as well as the  increases in other assets and other
receivables,  offset in part by the  profits of the  Company  and an increase in
accrued expenses.

           For the six  months  ended  June 30,  1999,  the net cash used in the
Company's investing  activities amounted to $28,993,861,  including  $25,773,031
net cash  consideration  paid in  connection  with the  acquisitions  of Action,
Capital and Olympic and  $3,026,536  net cash  consideration  paid in connection
with the  deferred  purchase  prices of Calfast,  Fortune and  Fas-Tronics.  The
Company also had capital  expenditures  of $194,294 for the acquisition of fixed
assets.   The  Company  does  not  have  significant   commitments  for  capital
expenditures as of June 30, 1999 and no significant  commitments are anticipated
for the remainder of 1999,  other than the  expansion of the Company's  computer
system to complete the integration of Fortune, Fas-Tronics,  Action, Capital and
Olympic.


                                       13
<PAGE>


           For the six months ended June 30, 1999,  the net cash provided by the
Company's  financing  activities  amounted  to  $33,478,048,  which  consists of
$72,500,000 of borrowings  associated with the  acquisitions of Action,  Capital
and  Olympic  and the  refinancing  of existing  bank debt,  $1,762,927  of bank
borrowings under the Company's  revolving credit facility,  reduced by long-term
debt principal  payments of $35,000,000,  fees and expenses  associated with the
subordinated  debt financing and the new senior secured financing of $4,112,982,
$1,451,516  written off as an extraordinary  charge in connection with the early
extinguishments of debt (less applicable income taxes of $1,187,604),  principal
payments of $79,772 on various capital leases,  principal payments of $95,316 on
notes issued for acquired  businesses  and payments of $45,293 in respect of the
exercise of put options.

           In connection with the  acquisitions of Action,  Capital and Olympic,
the Company  entered into a  $75,000,000  senior  secured  credit  facility with
Ableco Finance L.L.C.  and Congress  Financial  Corporation  (Florida).  Also in
connection  with the above  acquisitions,  the Company  completed a  $20,000,000
senior  subordinated debt private placement.  The senior subordinated notes were
placed with  affiliates of Albion Alliance LLC and Alliance  Capital  Management
LP, The Equitable Life Assurance  Society of the United States and IBJ Whitehall
Financial Group.

           The senior secured credit facility consists of a four and one-quarter
year term loan for $52,500,000 and a $22,500,000 revolving credit facility.  The
term loan is  divided  into two  notes:  Note A for  $25,000,000  and Note B for
$27,500,000.  The loan agreement  includes a provision for the  calculation of a
borrowing base,  which  determines the amount of borrowings  available under the
revolving  facility.  At June 30, 1999,  $7,078,146 was borrowed and outstanding
under  the  revolving  facility.  Of the  remaining  amount  of the  $22,500,000
revolving  facility,  $15,421,854  was  available  at June 30,  1999 for  future
working capital needs.  Interest on the revolving facility is due monthly at the
prime rate plus 1.5%,  with a minimum  rate of interest of 9.25% per annum.  The
Company can elect a LIBOR Rate  Election for amounts  borrowed  and  outstanding
under the revolving facility.  During all times that a LIBOR Rate Election is in
effect,  the interest due on the principal  amount of the LIBOR revolving credit
portion outstanding is at an interest rate of LIBOR plus 2.75%. Interest on term
loan Note A is due  monthly at the prime  rate plus 1.5% with a minimum  rate of
interest  of 9.5% per annum.  Interest on term loan Note B is due monthly at the
prime rate plus 3% with a minimum rate of interest of 11% per annum.

           Interest on the $20,000,000 senior subordinated debt is due quarterly
in arrears at a fixed rate of 12.5%  payable in cash and 2.00%  payable in kind.
Principal on the senior  subordinated  debt is payable in full at the end of six
years.  In connection  with the financing,  the Company issued 680,000 shares of
the Company's common stock to the senior subordinated lenders.

           In  order  to  secure  the   obligations   of  the  Company  and  its
subsidiaries  under the  revolving  facility and the related term loan  facility
under the loan and security  agreement with the lender, the Company entered into
a stock  pledge  agreement  with the lender  whereby the Company  pledged to the
lender the shares of capital  stock of each of its  subsidiaries  at the date of
such  agreement  and any shares of its  subsidiaries  in which the  Company  may


                                       14
<PAGE>


thereafter  acquire an interest.  In addition,  the Company and its subsidiaries
granted a security interest in substantially all of their assets to the lender.


Year 2000 Compliance
--------------------

           The Year 2000 presents  potential  concerns for business and consumer
computing.  The  consequences  of this issue may include  systems  failures  and
business  process  interruption.  It may also  include  additional  business and
competitive differentiation. Aside from the well-known calculation problems with
the use of 2-digit date formats as the year changes from 1999 to 2000,  the Year
2000  is a  special  case  leap  year  and in  many  organizations  using  older
technology, dates were used for special programmatic functions.

           The Year 2000  issue  may  affect  the  Company's  internal  systems,
including information  technology ("IT") and non-IT systems. While the Company's
IT system is prepared to handle all dating implications  associated with the new
millennium,  the  Company's  management  is  presently  engaged  in  an  ongoing
assessment  of the  readiness  of all its  systems for  handling  the Year 2000.
Although the assessment is still underway, management currently believes that it
will be successful in identifying  and resolving any potential  deficiencies  in
its non-IT  systems with  respect to the Year 2000 issue by  September  1999 and
that all such  material  systems will be compliant by the Year 2000 and that the
cost to address the issues is not material.

           All  organizations  dealing with the Year 2000 issue must address the
effect this issue will have on their third-party supply chain. The Company is in
the process of identifying  whether its customers and vendors have  sufficiently
identified  and are taking steps to address the Year 2000 issue.  Management has
completed a survey and plan for working  with key  third-parties  to  understand
their ability to continue  providing services and products through the change to
2000 and is in the  process  of  receiving  and  evaluating  responses  to these
surveys.  The Company  will  continue  to work  directly  with its key  vendors,
distributors,  and resellers, and coordinate its action with respect to the Year
2000 issue with them, if necessary, to avoid any business interruptions in 2000.
For these key third-parties, contingency plans may be required.

           Although  the impact of the Year 2000 issue is  difficult to discern,
the Company's  management does not believe that the Year 2000 issue will cause a
material disruption in the Company's operations.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

           The Company's interest expense is sensitive to changes in the general
level of U.S.  interest  rates.  In this regard,  changes in the U.S.  rates may
effect the  interest  paid on a portion of its debt.  The Company does not enter
into derivative financial instruments.


                                       15
<PAGE>



                           PART II - OTHER INFORMATION


Item  1.   Legal Proceedings.

           Not applicable.

Item 2.    Changes In Securities and Use of Proceeds.

           Not applicable.

Item 3.    Defaults Upon Senior Securities.

           Not applicable.

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

           Not applicable.

Item 5.    Other Information.

           Not applicable.

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

           a)         Exhibits:

                      The  exhibits  listed  on the  Exhibit  Index  immediately
                      following  the  signature  page are  filed as part of this
                      Quarterly Report on Form 10-Q.

           b)         Reports on Form 8-K:

                      A Current  Report on Form 8-K,  dated June 30,  1999,  was
                      filed July 15, 1999 in connection with the acquisitions of
                      Action, Capital and Olympic, and was amended on August 13,
                      1999.


                                       16
<PAGE>



                                   SIGNATURES

           Pursuant to the  requirements  of the  Securities and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                   QUESTRON TECHNOLOGY, INC.


                            (1)  Principal Executive Officer:

Date:   August 16,  1999    By:   /s/ Dominic A. Polimeni
                                  -----------------------
                                  Name:  Dominic A. Polimeni
                                  Title: Chief Executive Officer

                            (2)  Principal Financial and Accounting Officer:

Date:   August 16,  1999    By:  /s/ Robert V. Gubitosi
                                  ----------------------
                                  Name:  Robert V. Gubitosi
                                  Title:  President and Chief Financial Officer



                                       17
<PAGE>


                                  EXHIBIT INDEX


              The following  exhibits are filed as part of this Quarterly Report
              on Form 10-Q:

Exhibit No.   Description

2.1           Asset Purchase Agreement,  dated as of January 29, 1999, by
              and between the Company,  Questron Distribution  Logistics,
              Inc.  and AFCOM,  Inc.,  and each of the persons  listed on
              Schedule 1.1 thereto and signatory thereto, incorporated by
              reference  to  Exhibit  10.19  to the  Company's  Quarterly
              Report on Form 10-Q for the three month  period ended March
              31, 1999 (File No. 0-13324).

2.2           Asset  Purchase  Agreement,  dated as of March 11, 1999, by
              and   between   Questron    Technology,    Inc.,   Questron
              Distribution  Logistics,  Inc., and Metro Form Corporation,
              d.b.a. Olympic Fasteners & Electronic Hardware, and each of
              the persons  listed on Schedule  1.1 thereto and  signatory
              thereto (the "Olympic Purchase Agreement"), incorporated by
              reference  to  Exhibit  10.20  to the  Company's  Quarterly
              Report on Form 10-Q for the three month  period ended March
              31, 1999 (File No. 0-13324).

2.3           Amendment to the Olympic Purchase Agreement, dated June 28,
              1999,  incorporated  by  reference  to  Exhibit  2.2 to the
              Company's  Current  Report on Form 8-K, dated June 30, 1999
              (File No. 0-13324).

2.4           Stock  Purchase  Agreement,  dated  as of April  26,  1999,
              between Questron  Distribution  Logistics,  Inc.,  Questron
              Technology, Inc., James R. Gilchrist and Capital Fasteners,
              Inc. (the "Capital  Purchase  Agreement"),  incorporated by
              reference to Exhibit 2.3 to the Company's Current Report on
              Form 8-K, dated June 30, 1999 (File No. 0-13324).

2.5           Amendment to the Capital Purchase Agreement, dated June 25,
              1999,  incorporated  by  reference  to  Exhibit  2.4 to the
              Company's  Current  Report on Form 8-K, dated June 30, 1999
              (File No. 0-13324).

2.6           Letter Agreement,  dated as of June 29, 1999,  amending the
              Capital  Purchase  Agreement,  incorporated by reference to
              Exhibit 2.5 to the  Company's  Current  Report on Form 8-K,
              dated June 30, 1999 (File No. 0-13324).

2.7           Stock Purchase  Agreement,  dated as of May 7, 1999, by and
              between Questron  Technology,  Inc,  Questron  Distribution
              Logistics,   a  Delaware   corporation,   Action   Threaded
              Products,  Inc.  and the  persons  signatory  thereto  (the
              "Action Purchase Agreement"),  incorporated by reference to
              Exhibit 2.6 to the  Company's  Current  Report on Form 8-K,
              dated June 30, 1999 (File No. 0-13324).

2.8           Letter Agreement,  dated as of June 29, 1999,  amending the
              Action  Purchase  Agreement,  incorporated  by reference to
              Exhibit 2.7 to the  Company's  Current  Report on Form 8-K,
              dated June 30, 1999 (File No. 0-13324).



<PAGE>



3.0           Certificate of Incorporation,  incorporated by reference to
              Exhibit 3(i) to the Company's  Annual Report on Form 10-KSB
              for the fiscal year ended December 31, 1987 (File No.
              0-13324).

3.1           Certificate   of  Amendment,   dated  March  20,  1985,  to
              Certificate of Incorporation  of the Company,  incorporated
              by  reference  to  Exhibit  4.1 to  Amendment  No. 1 of the
              Company's Registration Statement on Form S-3 dated March 9,
              1995 (File No. 33-44331).

3.3           Certificate   of   Amendment,   dated  June  9,  1989,   to
              Certificate of Incorporation  of the Company,  incorporated
              by  reference  to  Exhibit  4.1 to  Amendment  No. 1 of the
              Company's  Registration  Statement  on Form S-3 filed dated
              March 9, 1995 (File No. 33-44331).

3.4           Certificate   of   Correction,   dated  May  17,  1991,  to
              Certificate of Incorporation  of the Company,  incorporated
              by  reference  to  Exhibit  4.1 to  Amendment  No. 1 of the
              Company's Registration Statement on Form S-3 dated March 9,
              1995 (File No. 33-44331).

3.5           Certificate  of  Amendment,  dated  December 20,  1993,  to
              Certificate of Incorporation  of the Company,  incorporated
              by reference to Exhibit 3(i) to the Company's Annual Report
              on Form 10-KSB filed for the fiscal year ended December 31,
              1993 (File No. 0-13324).

3.6           Certificate  of   Correction,   dated  July  19,  1994,  to
              Certificate of Incorporation  of the Company,  incorporated
              by  reference  to  Exhibit  4.1 to  Amendment  No. 1 to the
              Company's Registration Statement on Form S-3 dated March 9,
              1995 (File No. 33-44331).

3.7           Certificate   of   Amendment,   dated  April  2,  1996,  to
              Certificate of Incorporation  of the Company,  incorporated
              by reference to Exhibit 3.5 to the Company's  Annual Report
              on Form 10-KSB for the fiscal year ended  December 31, 1995
              (File No. 0-13324).

3.8           Certificate  of  Amendment,  filed  December 31,  1996,  to
              Certificate of Incorporation  of the Company,  incorporated
              by  reference  to Exhibit  3.10 to  Amendment  No. 1 to the
              Company's   Registration   Statement  on  Form  SB-2  dated
              February 25, 1997 (File No. 333-18243).

3.9           By-Laws  of  the  Company,  incorporated  by  reference  to
              Exhibit  3b(ii)  to the  Company's  Annual  Report  on Form
              10-KSB for the fiscal  year ended  December  31, 1987 (File
              No. 0-13324).

3.10          Amendment  to  By-Laws  of  the  Company,  incorporated  by
              reference to Exhibit 3.4 to the Company's  Annual Report on
              Form  10-KSB for the fiscal  year ended  December  31, 1992
              (File No. 0-13324).



<PAGE>


4.0           Specimen   Common  Stock   Certificate,   incorporated   by
              reference  to  Exhibit  4.0  to  Amendment  No.  1  to  the
              Company's   Registration   Statement  on  Form  SB-2  dated
              February 25, 1997 (File No. 333-18243).

4.1           Specimen  Preferred  Stock  Certificate,   incorporated  by
              reference  to  Exhibit  4.1  to  Amendment  No.  1  to  the
              Company's   Registration   Statement  on  Form  SB-2  dated
              February 25,1997 (File No. 333-18243).

4.2           Certificate of Designations,  Preferences and Rights of the
              Company's    Series   B   Convertible    Preferred   Stock,
              incorporated by reference to Exhibit 4.2 to Amendment No. 1
              to the Company's  Registration Statement on Form SB-2 dated
              February 25, 1997 (File No. 333-18243).

4.3           Form  of  Series  IV  Warrant  Agreement,  incorporated  by
              reference  to  Exhibit  4.3  to  Amendment  No.  1  to  the
              Company's   Registration   Statement  on  Form  SB-2  dated
              February 25, 1997 (File No. 333-18243).

4.4           Form of Series III Warrant Agreement,  dated as of November
              7, 1994,  incorporated by reference to Exhibit 10.22 to the
              Company's  Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 1994 (File No. 0-13324).

4.5           Form of  Underwriters'  Purchase  Option,  incorporated  by
              reference  to  Exhibit  4.5  to  Amendment  No.  1  to  the
              Company's  Registration  Statement  on Form  SB-2  dated on
              February 25, 1997 (File No. 333-18243).

4.6           Stock Purchase  Warrant  Certificate for Purchase of Common
              Stock of the Company,  incorporated by reference to Exhibit
              4.6  to  Amendment  No.  1 to  the  Company's  Registration
              Statement  on Form SB-2 dated  February  25, 1997 (File No.
              333-18243).

4.7           Amended Certificate of Designation Establishing a Series of
              Preferred  Stock of the Company,  incorporated by reference
              to Exhibit 4.7 to the  Company's  Quarterly  Report on Form
              10-QSB for the three month period ended June 30, 1998 (File
              No. 0-13324).

4.8           Registration  Rights  Agreement,  dated as of September 24,
              1998, by and between the Company and the persons  listed on
              Schedule  A  thereto,  incorporated  by  reference  to  the
              Company's Current Report on Form 8-K, dated October 8, 1998
              (File No. 0-13324).

4.9           Certificate of Designation of Series A Junior Participating
              Preferred Stock of Questron Technology,  Inc., incorporated
              by  reference  to Exhibit  4.9 to the  Company's  Quarterly
              Report on Form  10-QSB  for the three  month  period  ended
              September 30, 1998 (File No. 0-13324)

4.10          Form of 14.50% Senior  Subordinated  Note due June 30, 2005
              (included  as   Attachment  A  to  Exhibit   10.22  below),
              incorporated  by reference to Exhibit 10.2 to the Company's
              Current  Report on Form 8-K dated  June 30,  1999 (File No.
              0-13324).

4.2           Form of  Senior  A Note  (included  as  Exhibit  2.5(c)  to
              Exhibit  2.3 above and  Exhibit A to  Exhibits  2.6 and 2.8
              above, each as incorporated by reference herein).



<PAGE>


4.3           Form of  Senior  B Note  (included  as  Exhibit  2.5(d)  to
              Exhibit  2.3 above and  Exhibit B to  Exhibits  2.6 and 2.8
              above, each as incorporated by reference herein).

10.1          1996  Stock  Option  Plan,  incorporated  by  reference  to
              Exhibit   10.19  to  Amendment   No.  1  to  the  Company's
              Registration Statement on Form SB-2 dated February 25, 1997
              (File No. 333-18243).

10.2          Exchange Agreement, dated November 8, 1996 by and among the
              Company,  Gulfstream  Financial Group,  Inc. and Phillip D.
              Schwiebert,  incorporated  by reference to Exhibit 10.21 to
              Amendment No. 1 to the Company's  Registration Statement on
              Form SB-2 dated February 25, 1997 (File No. 333-18243).

10.3          Stock  Purchase  Agreement  dated as of  December  16, 1996
              relating  to  Webb  Distribution,   Inc.,  incorporated  by
              reference  to  Exhibit  2.0  to  Amendment  No.  1  to  the
              Company's   Registration   Statement  on  Form  SB-2  dated
              February 25, 1997 (File No. 333-18243).

10.4          Form of Underwriting  Agreement,  incorporated by reference
              to  Exhibit  2.0  to  Amendment  No.  1  to  the  Company's
              Registration Statement on Form SB-2 dated February 25, 1997
              (File No. 333-18243).

10.5          Stock  Option  Grant  Agreement  between  the  Company  and
              Gulfstream  Financial  Group,  Inc.  made as of November 8,
              1996,  incorporated  by reference  to Exhibit  10.22 to the
              Company's  Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 1996 (File No. 0-13324).

10.6          Stock  Option  Grant  Agreement  between  the  Company  and
              Phillip  D.   Schwiebert  made  as  of  November  8,  1996,
              incorporated by reference to Exhibit 10.23 to the Company's
              Annual  Report on Form  10-KSB  for the  fiscal  year ended
              December 31, 1996 (File No. 0-13324).

10.7          Amendment No. 4, dated as of April 9, 1997, to the Loan and
              Security  Agreement,  dated as of March 31,  1995,  between
              Silicon Valley Bank and Quest Electronics  Hardware,  Inc.,
              incorporated  by reference to Exhibit 10.1 to the Company's
              Quarterly  Report on Form 10-QSB for the three month period
              ended March 31, 1997 (File No. 0-13324).

10.8          Stock  Purchase  Agreement  dated  as of  August  29,  1997
              relating to the acquisition of all of the outstanding stock
              of California Fasteners, Inc., incorporated by reference to
              the Company's  Current Report on Form 8-K, filed October 7,
              1997 (File No. 0-13324).

10.9          Asset Purchase  Agreement  dated September 4, 1997 relating
              to the  acquisition of  substantially  all of the assets of
              Power  Components,  Inc.  with the related  Stock  Purchase
              Agreement   dated   September  4,  1997   relating  to  the
              acquisition of all of the stock of AR Acquisition  Company,
              incorporated  by reference to Exhibit 10.1 to the Company's
              Quarterly  Report on Form 10-QSB for the three month period
              ended September 30, 1997 (File No. 0-13324).



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10.10         Stock Purchase Agreement, dated as of June 12, 1998, by and
              between the Company, Gregory Fitzgerald, Valerie Fitzgerald
              and  Fas-Tronics,  Inc. (the  "Fas-Tronics  Stock  Purchase
              Agreement"),  incorporated  by reference to Exhibit 10.2 to
              the Company's Quarterly Report on Form 10-QSB for the three
              month period ended June 30, 1998 (File No. 0-13324).

10.11         Stock Purchase Agreement, dated as of June 12, 1998, by and
              between  the  Company,  Fortune  Industries,  Inc.  and the
              Stockholders  listed on Schedule 1.1 thereto (the  "Fortune
              Stock Purchase  Agreement"),  incorporated  by reference to
              Exhibit  10.1 to the  Company's  Quarterly  Report  on Form
              10-QSB for the three month period ended June 30, 1998 (File
              No. 0-13324).

10.12         Letter  Agreement,  dated July 29, 1998, by and between the
              Company,   Gregory   Fitzgerald,   Valerie  Fitzgerald  and
              Fas-Tronics,  Inc.,  incorporated  by  reference to Exhibit
              10.4 to the Company's  Quarterly  Report on Form 10-QSB for
              the  three  month  period  ended  June 30,  1998  (File No.
              0-13324).

10.13         Letter  Agreement,  dated July 29, 1998, by and between the
              Company,  Fortune  Industries,  Inc.  and the  Stockholders
              listed  on  Schedule  1.1 to  the  Fortune  Stock  Purchase
              Agreement, incorporated by reference to Exhibit 10.3 to the
              Company's  Quarterly  Report on Form  10-QSB  for the three
              month period ended June 30, 1998 (File No. 0-13324).

10.14         Second   Amendment  to  the   Fas-Tronics   Stock  Purchase
              Agreement,  incorporated  by  reference  to  the  Company's
              Current Report on Form 8-K, filed October 8, 1998 (File No.
              0-13324).

10.15         Second  Amendment to the Fortune Stock Purchase  Agreement,
              incorporated  by reference to the Company's  Current Report
              on Form 8-K, October 8, 1998 (File No. 0-13324).

10.16         Rights Agreement, dated as of October 23, 1998, between the
              Company and American  Stock  Transfer & Trust  Company,  as
              Rights  Agent,  incorporated  by reference to the Company's
              Registration  Statement on Form 8-A, filed November 6, 1998
              (File No. 0-13324).

10.17         Loan and Security Agreement dated as of September 24, 1998,
              by and among the Company,  Questron Distribution Logistics,
              Inc., Integrated Material Systems,  Inc., Power Components,
              Inc.,   California   Fasteners,   Inc.,  Comp  Ware,  Inc.,
              Fas-Tronics,  Inc., Fortune  Industries,  Inc., each of the
              signatories   which  is  a  signatory   thereto,   Congress
              Financial  Corporation  (Florida),  as administrative agent
              and Madeleine L.L.C., as collateral agent,  incorporated by
              reference  to  Exhibit  10.17  to the  Company's  Quarterly
              Report on Form  10-QSB  for the three  month  period  ended
              September 30, 1998 (File No. 0-13324).

10.18         Amendment  Number One to the Loan and  Security  Agreement,
              dated as of  November  2, 1998,  by and among the  Company,
              Questron Distribution Logistics,  Inc., Integrated Material
              Systems,   Inc.,   Power   Components,   Inc.,   California
              Fasteners,  Inc.,  Comp  Ware,  Inc.,  Fas-Tronics,   Inc.,
              Fortune  Industries,  Inc.,  each of the Lenders,  Congress
              Financial  Corporation  (Florida),  as Administrative Agent
              and Madeleine L.L.C., as



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              Collateral  Agent,  incorporated  by  reference  to Exhibit
              10.18 to the Company's  Quarterly Report on Form 10-QSB for
              the three month period ended  September  30, 1998 (File No.
              0-13324).

10.21         Securities Purchase Agreement (identical agreement executed
              separately with each of four purchasers),  dated as of June
              29,  1999,  by  and  between  Questron  Technology,   Inc.,
              Questron Operating Company, Inc., and, separately,  each of
              Albion Alliance Mezzanine Fund, L.P.,  Alliance  Investment
              Opportunities  Fund,  L.L.C.,  The Equitable Life Assurance
              Society of the United States and IBJ Whitehall Bank & Trust
              Company,  incorporated  by reference to Exhibit 10.1 to the
              Company's  Current  Report on Form 8-K, dated June 30, 1999
              (File No. 0-13324).

10.22         Note Agreement,  dated as of June 29, 1999,  among Questron
              Operating Company, Inc. and Albion Alliance Mezzanine Fund,
              L.P., Alliance  Investment  Opportunities Fund, L.L.C., The
              Equitable Life  Assurance  Society of the United States and
              IBJ  Whitehall  Bank  &  Trust  Company,   incorporated  by
              reference to Exhibit 10.1 to the Company's  Current  Report
              on Form 8-K, dated June 30, 1999 (File No. 0-13324).

10.23         Investors  Rights  Agreement,  dated as of June  29,  1999,
              among  Questron   Technology,   Inc.  and  Albion  Alliance
              Mezzanine Fund,  L.P.,  Alliance  Investment  Opportunities
              Fund,  L.L.C.,  The Equitable Life Assurance Society of the
              United  States  and IBJ  Whitehall  Bank &  Trust  Company,
              incorporated  by reference to Exhibit 10.1 to the Company's
              Current  Report on Form 8-K,  dated June 30, 1999 (File No.
              0-13324).

10.24         Unconditional  Guaranty,  dated  as of June  30,  1999,  by
              Questron Technology, Inc., Questron Finance Corp., Questron
              Distribution Logistics,  Inc., Integrated Material Systems,
              Inc., Power Components,  Inc.,  Fortune  Industries,  Inc.,
              Fas-Tronics,  Inc., California Fasteners,  Inc., Comp Ware,
              Inc.,  Action  Threaded  Products,  Inc.,  Action  Threaded
              Products  of Georgia,  Inc.,  Action  Threaded  Products of
              Minnesota,  Inc. and Capital  Fasteners,  Inc., in favor of
              each of Albion  Alliance  Mezzanine  Fund,  L.P.,  Alliance
              Investment  Opportunities  Fund, L.L.C., The Equitable Life
              Assurance  Society of the United  States and IBJ  Whitehall
              Bank & Trust Company,  incorporated by reference to Exhibit
              10.1 to the  Company's  Current  Report on Form 8-K,  dated
              June 30, 1999 (File No. 0-13324).

10.25         Amended and Restated Loan and Security Agreement,  dated as
              of June 29, 1999, by and between Questron Technology,  Inc.
              and its  subsidiaries  and Congress  Financial  Corporation
              (Florida) and Ableco Finance LLC, incorporated by reference
              to Exhibit  10.1 to the  Company's  Current  Report on Form
              8-K, dated June 30, 1999 (File No. 0-13324).

27.1          Financial Data Schedule




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