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  March 31, 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 May 10,  1999,  there  were  5,057,495  shares of the  issuer's
Common Stock 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.
                                                                                                               -----------------
PART I.            Financial Information
<S>      <C>                                                                                                          <C>
          Item 1.  Financial Statements

                              Consolidated Balance Sheet -

                              At March 31, 1999  (unaudited) and December 31, 1998                                    3

                              Consolidated Statement of Income  (unaudited) -
                              Three Months Ended March 31, 1999 and 1998                                              4

                              Consolidated Statement of Cash Flows (unaudited) -
                              Three Months Ended March 31, 1999 and 1998                                              5

                              Notes to Consolidated Financial Statements                                            6 - 8

          Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                                    9 - 12

          Item 3.  Quantitative and Qualitative Disclosure About Market Risk                                          12

PART II.           Other Information                                                                                  13

          Item 1.  Legal Proceedings                                                                                  13

          Item 2.  Changes in Securities and Use of Proceeds                                                          13

          Item 3.  Defaults Upon Senior Securities                                                                    13

          Item 4.  Submission of Matters to a Vote of Security Holders                                                13

          Item 5.  Other Information                                                                                  13

          Item 6.  Exhibits and Reports on Form 8-K                                                                   13

Signature Page                                                                                                        14
</TABLE>

                                       2
<PAGE>




                          PART I - FINANCIAL NFORMATION

Item 1.    Financial Statements

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

                                                                ASSETS
<TABLE>
<CAPTION>
                                                                                     March 31,            December 31,
                                                                                        1999                  1998
                                                                                ---------------------  --------------------
Current assets:
<S>                                                                                  <C>                     <C>       
   Cash and cash equivalents                                                         $     1,231,586         $     229,285
   Accounts receivable, less allowance for
      doubtful accounts of  $186,256                                                      12,001,770            11,279,876
   Other receivables                                                                         243,610                70,412
   Inventories                                                                            23,212,218            20,972,593
   Other current assets                                                                      525,200               345,814
                                                                                ---------------------  --------------------

Total current assets                                                                      37,214,384            32,897,980

Property and equipment - net                                                               1,994,860             2,042,786
Cost in excess of net assets of businesses acquired,
   less accumulated amortization of $1,419,823 and $1,165,977, respectively               37,705,021            37,575,334
Deferred income taxes                                                                      2,762,384             2,848,497
Other assets                                                                               2,687,774             2,360,656
                                                                                =====================  ====================

      Total assets                                                                   $    82,364,423         $  77,725,253
                                                                                =====================  ====================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                                  $     5,592,946         $   5,328,023
   Accrued expenses                                                                        1,323,531             1,415,626
   Income taxes payable                                                                      150,039             1,715,501
   Current portion of long-term debt                                                       1,685,000             1,811,802
                                                                                ---------------------  --------------------

Total current liabilities                                                                  8,751,516            10,270,952
Deferred income taxes payable                                                                317,890               364,639
Long-term debt                                                                            44,788,143            39,285,698
                                                                                ---------------------  --------------------

      Total liabilities                                                                   53,857,549            49,921,289
                                                                                ---------------------  --------------------
Commitments and contingencies
Common stock subject to put option agreement                                                 317,051               339,697
Shareholders' Equity:
  Common stock, $.001 par value; authorized 20,000,000
     shares; issued 4,792,769 shares in 1999 and 4,795,175 in 1998                             4,791                 4,795
   Additional paid-in capital                                                             39,610,412            39,615,998
   Accumulated deficit                                                                   (11,069,902)          (11,801,048)
                                                                                ---------------------  --------------------
                                                                                          28,545,301            27,819,745
   Less: Treasury stock, 11,849 shares,  at cost                                            (355,478)             (355,478)
                                                                                ---------------------  --------------------

Total shareholders' equity                                                                28,189,823            27,464,267
                                                                                ---------------------  --------------------

Total liabilities and shareholders' equity                                           $    82,364,423         $  77,725,253
                                                                                =====================  ====================

                 See notes to consolidated financial statements.

                                       3
<PAGE>


                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF INCOME (unaudited)
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998



<CAPTION>
                                                                                          Three Months Ended
                                                                                                March 31,
                                                                                ------------------------------------------

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

<S>                                                                                     <C>                    <C>        
Sales                                                                                   $19,304,486            $10,400,966
                                                                                --------------------  ---------------------

Operating costs and expenses:
   Cost of products sold                                                                 11,815,652              6,181,350
   Selling, general & administrative expenses                                             4,676,636              2,490,567
   Depreciation and amortization                                                            368,948                163,600
                                                                                --------------------  ---------------------
                                                                                         16,861,236              8,835,517
                                                                                --------------------  ---------------------

Operating income                                                                          2,443,250              1,565,449

Interest expense                                                                          1,251,952                281,375
                                                                                --------------------  ---------------------

Income before income taxes                                                                1,191,298              1,284,074
Provision for income taxes                                                                  488,432                526,470
                                                                                --------------------  ---------------------

Net income                                                                                $ 702,866              $ 757,604
                                                                                ====================  =====================

Net income                                                                                $ 702,866              $ 757,604
Deduct: Preferred Stock dividend                                                                 --                 33,063
              Imputed non-cash Preferred Stock dividend                                          --                197,769
                                                                                ====================  =====================

Net income used in per common share calculation                                           $ 702,866              $ 526,772
                                                                                ====================  =====================


Net income per common share                                                                    $.14                   $.25
                                                                                          ==========            ===========
Net income per diluted common share                                                            $.14                   $.16
                                                                                          ==========            ===========

Average number of common shares outstanding                                               5,008,172              2,115,793
                                                                                ====================  =====================

Average number of diluted common shares outstanding                                       5,080,338              4,716,440
                                                                                ====================  =====================



                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>


                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

<CAPTION>
                                                                                      March 31,                 March 31,
                                                                                        1999                       1998
                                                                                ------------------------  ------------------------
Cash flows from operating activities:
<S>                                                                                  <C>                        <C>         
  Net income                                                                         $    702,866               $    757,604
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                                       368,948                    163,600
      Recognition of current year income tax benefit of net
        operating loss carryforward                                                        86,113                     57,536
  Change in assets and liabilities:
     Increase in accounts receivable                                                     (721,894)                  (919,615)
     Increase in other receivables                                                       (173,198)                   (23,017)
     Increase in inventories                                                           (2,239,625)                  (861,993)
     Increase in accounts payable                                                         264,923                    788,571
     Decrease in accrued expenses                                                         (92,095)                  (124,589)
     (Decrease) increase in income taxes payable                                       (1,565,462)                   241,603
     (Decrease) increase in deferred income taxes                                         (46,749)                    66,925
     Increase in other assets                                                            (506,504)                   (94,993)
                                                                                --------------------  ------------------------

     Net cash (used) provided by operating activities                                  (3,922,677)                    51,632
                                                                                --------------------  ------------------------

Cash flows from investing activities:
  Net cash consideration paid for acquired business                                      (373,479)                  (600,000)
  Acquisition of property and equipment                                                   (54,541)                  (407,326)
                                                                                --------------------  ------------------------
     Net cash used for investing activities                                              (428,020)                (1,007,326)
                                                                                --------------------  ------------------------

Cash flows from financing activities:
  Proceeds from borrowings under revolving facility                                     5,656,412                  1,340,000
  Repayment of long-term debt                                                            (200,000)                  (416,667)
  Repayment of revolving facilities                                                            --                   (525,000)
  Proceeds from capital lease for computer system                                              --                    371,228
  Payments on capital leases                                                              (33,330)                   (29,308)
  Payments in respect of exercise of put options                                          (22,646)                        --
  Payments on note issued for acquired business                                           (47,438)                   (18,535)
                                                                                --------------------  ------------------------
     Net cash provided by financing activities                                          5,352,998                    721,718
                                                                                --------------------  ------------------------

Increase (decrease) in cash and cash equivalents                                        1,002,301                   (233,976)
Cash and cash equivalents at beginning of period                                          229,285                    875,080
                                                                                ====================  ========================

Cash and cash equivalents at end of period                                          $   1,231,586               $    641,104
                                                                                ====================  ========================
</TABLE>




                 See Notes to Consolidated Financial Statements.


                                       5
<PAGE>



                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

Note 1.    Basis of presentation.

           The accompanying  unaudited consolidated financial statements include
the accounts of Questron Technology,  Inc. (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 three month period ended March 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1999. The consolidated balance sheet as of December 31, 1998
reflects 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.

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
                                                                                ---------------------------------------------------
                                                                                    March 31, 1999             March 31, 1998
                                                                                -------------------------  ------------------------
        Numerator:
               <S>                                                                            <C>                       <C>       
               Net income                                                                     $  702,866                $  757,604
               Less: preferred stock dividends                                                        --                   230,832
                                                                                -------------------------  ------------------------
               Numerator for net income per common share                                         702,866                   526,772
                  Effect of dilutive securities -
                  Preferred stock dividends                                                           --                   230,832
                                                                                =========================  ========================
               Numerator for net income per diluted common
                  Share                                                                       $  702,866                $  757,604
                                                                                =========================  ========================
        Denominator:
               Denominator for net income per common share -
                  weighted-average shares                                                      5,008,172                 2,115,793
                                                                                -------------------------  ------------------------
               Effect of dilutive securities:
                  Options                                                                          7,247                   111,893
                  Warrants                                                                           896                   835,629
                  Contingent shares - deferred purchase price                                     64,023                        --
                  Convertible preferred stock                                                         --                 1,653,125
                                                                                -------------------------  ------------------------

               Dilutive potential common shares                                                   72,166                 2,600,647
                                                                                -------------------------  ------------------------
               Denominator for net income per diluted common
                   share                                                                       5,080,338                 4,716,440
                                                                                ========================  =========================
                Net income per common share                                                      $.14                         $.25
                                                                                            ==========                  ===========

                Net income per diluted common share                                              $.14                         $.16
                                                                                            ==========                  ===========
</TABLE>


                                       6
<PAGE>



                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

Note 3.    Acquisitions - Pro forma financial information.

           The  following  unaudited pro forma  information  for the three month
period  ended March 31, 1998  presents  the  combined  operating  results of the
Company, Fas-Tronics, Inc. ("Fas-Tronics"), Fortune Industries, Inc. ("Fortune")
and AFCOM,  Inc.  ("AFCOM") 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 March 31,  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:

                                                            March 31, 1998
                                                          ---------------------

               Sales                                              $17,825,434
                                                          --------------------

               Operating income                                     2,854,043
                                                          --------------------

               Net income                                         $ 1,070,317
                                                          ====================

               Net income                                         $ 1,070,317
               Less:
                  Preferred stock dividends                            33,063
                  Imputed non-cash dividend                           192,329
                                                          ====================

               Net income used in per
                  Common share calculation                         $  844,925
                                                          ====================

               Pro forma net income per common share                   $ .27
                                                                    =========

               Pro forma net income per diluted common
                  Share                                                $ .19
                                                                    =========

               Average number of common shares
                  Outstanding                                      3,105,836
                                                        =====================

               Average number of diluted
                  Common shares outstanding                        5,706,483
                                                        =====================


                                       7
<PAGE>


                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

Note 4.    Subsequent events.

           In March 1999,  the  Company  announced  that it had  entered  into a
definitive  agreement to acquire the operating  assets of Metro Form Corporation
d/b/a Olympic Fasteners ("Olympic") for an initial purchase price of $9 million.
In April 1999,  the Company  announced  that it had  entered  into a  definitive
agreement to acquire 100% of the outstanding  stock of Capital  Fasteners,  Inc.
("Capital") for an initial  purchase price of $10.65  million.  In May 1999, the
Company  announced  that it had entered into a  definitive  agreement to acquire
100% of the outstanding stock of Action Threaded Products,  Inc.  ("Action") for
an initial purchase price of $13.8 million.  All three acquisitions are expected
to close in June 1999.








                                       8
<PAGE>





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

Results of Operations 

For the three months ended March 31, 1999.

           The Company's  results of  operations  through March 31, 1999 include
the operating results of the Company's inventory logistics  management business,
Questron  Distribution  Logistics,  Inc.  ("QDL"),  its master  distribution  of
fasteners business,  Integrated  Material Systems,  Inc. ("IMS") and its battery
distribution business, Power Components, Inc. ("PCI"). The operating results for
QDL include the results of its 1998  acquisitions  of Fortune,  Fas-Tronics  and
AFCOM, as well as the operating results of its previously existing branches.

           The  Company's  revenues  for the three  months  ended March 31, 1999
amounted to  $19,304,486,  compared with  $10,400,966 for the three months ended
March 31, 1998. The significant  growth in the Company's  revenues is due to the
growth  of  QDL,   which  had  revenues  of  $18,138,915  in  the  1999  period,
representing a record level of sales for the business,  compared with $9,238,508
for the prior year  period.  The  significant  growth in QDL's  revenues for the
period ended March 31, 1999 is due to the  acquisitions of Fortune,  Fas-Tronics
and AFCOM,  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.  Revenues from Fortune,  Fas-Tronics  and AFCOM for the three months ended
March 31, 1999 amounted to $6,879,088.

           The Company's  operating  income was  $2,443,250 for the three months
ended March 31, 1999, compared with operating income of $1,565,449 for the prior
year  period.  Operating  income as a  percentage  of sales for the three months
ended March 31, 1999 amounted to 12.7%  compared  with 15.1% for the  comparable
prior year period.  This decline in operating income as a percentage of sales is
the  result  of the  additional  investment  in  infrastructure,  including  the
expansion of facilities  and staff in San Diego,  San Jose and Grand Rapids,  to
support the expected increase in QDL's inventory logistics  management business,
as well as the increased amortization of goodwill related to the acquisitions of
Fortune,  Fas-Tronics and AFCOM,  without the benefit of costs savings resulting
from the  integration  of these  businesses.  The  organizational,  system,  and
physical integration of these businesses will be completed in phases between the
second quarter of 1999 and the first quarter of 2000.

           Interest  expense,  which reflects the cost of borrowings  associated
with  the  acquisitions  of  Fortune,   Fas-Tronics  and  AFCOM  and  borrowings
associated  with QDL's working  capital  needs,  amounted to $1,251,952  for the
three  months ended March 31, 1999  compared  with  $281,375 for the  comparable
prior year period.  The increase in interest  expense  principally  reflects the
costs  of  increased   borrowings  to  complete  the  acquisitions  of  Fortune,
Fas-Tronics and AFCOM.

           The  provision  for income taxes for the three months ended March 31,
1999 reflects a federal  income tax provision at an effective  rate of 35% and a
state income tax  provision  at an effective  rate of 6% for the states in which
the Company does business.


                                       9
<PAGE>


           Net income for the three  months  ended  March 31,  1999  amounted to
$702,866  compared with net income of $757,604 for the comparable  period of the
prior  year.  The  decline  in net  income  is  attributable  to the  additional
investment in infrastructure to support the expected increase in QDL's inventory
logistics management business, as well as the increased amortization of goodwill
and  increased   interest  expense  related  to  the  acquisitions  of  Fortune,
Fas-Tronics and AFCOM,  without the benefit of costs savings  resulting from the
integration of these businesses.

Liquidity and Capital Resources

           As of  March  31,  1999,  the  Company  had  $1,231,586  in cash  and
short-term  investments,  compared to $229,285 as of December  31,  1998.  As of
March 31, 1999, the Company had working  capital of  $28,376,755,  compared with
working capital of $22,627,028 as of December 31, 1998.

           For the three months  ended March 31, 1999,  the net cash used by the
Company's operating  activities amounted to $3,922,677,  principally  reflecting
the increases in inventories, receivables and other assets, as well as decreases
in income taxes payable and accrued  expenses,  offset in part by the profits of
the Company and the increases in accounts payable.

           For the three months  ended March 31, 1999,  the net cash used in the
Company's investing activities amounted to $428,020, including $450,000 net cash
consideration  paid in connection with the deferred purchase price of California
Fasteners,  Inc. ("Calfast").  The Company also had capital expenditures $54,541
for the  acquisition  of fixed  assets.  The Company  does not have  significant
commitments  for capital  expenditures  as of March 31, 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 the acquired
businesses of Fortune, Fas-Tronics and AFCOM.

           For the three months ended March 31, 1999,  the net cash  provided by
the Company's  financing  activities  amounted to $5,352,998,  which consists of
$5,656,412 of bank borrowings  under the Company's  revolving  credit  facility,
reduced by long-term debt principal payments of $200,000,  principal payments of
$33,330 on various capital leases, principal payments of $47,438 on notes issued
for  acquired  businesses  and payments of $22,646 in respect of the exercise of
put options by the shareholders of Calfast.

           In connection with the  acquisitions of Fas-Tronics and Fortune,  the
Company  entered into a $45,000,000  loan and security  agreement (the "Loan and
Security Agreement") with its lenders providing for term debt of $30,000,000 and
a revolving  facility of  $15,000,000.  In connection  with its  acquisition  of
AFCOM, the Company entered into an amendment to the Loan and Security  Agreement
in February 1999. The amendment  increased the credit  facility to  $51,000,000,
providing  for an additional  term loan amount of $5,000,000  and an increase in
the  revolving  facility to  $16,000,000.  At March 31,  1999,  $10,046,798  was
outstanding  under  the  revolving  facility.  Of the  remaining  amount  of the
$16,000,000  revolving facility,  $5,953,202 was available at March 31, 1999 for
future working capital needs.  Amounts  outstanding under the revolving facility
bear  interest  at a rate  equal to 1.0%  above the  lender's  prime rate with a
minimum rate of interest of 9% per annum.  As of May 12, 1999, the interest rate
under the revolving  facility was 9%. In order to secure the  


                                       10
<PAGE>


obligations of the Company and its subsidiaries under the revolving facility and
the related  term loan  facility  of 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  thereafter  acquire  an  interest.  In
addition,  the  Company  and its  subsidiaries  granted a security  interest  in
substantially all of their assets to the lender.

           The Company  intends to continue to identify and  evaluate  potential
merger and acquisition  candidates  engaged in businesses  complementary  to its
business.  While certain of such additional potential acquisition  opportunities
are at various stages of consideration and evaluation, none is at any definitive
stage at this time,  other than the  definitive  agreements to acquire  Olympic,
Capital and Action.

           The  definitive  agreement  dated as of March 11, 1999 to acquire the
business  and  assets of  Olympic  calls  for a  purchase  price of $9  million,
consisting  of $6.5  million in cash,  $1.5  million in notes and the balance in
shares of Questron common stock.  Additional purchase  consideration of up to $1
million  may be paid  based on future  operating  results.  The  acquisition  is
subject  to  financing  and other  customary  closing  conditions.  Olympic  had
revenues of $10 million in 1998.

           The definitive  agreement  dated as of April 26, 1999 to acquire 100%
of the  outstanding  stock of  Capital  calls  for a  purchase  price of  $10.65
million,  consisting  of $8 million in cash, $2 million in notes and the balance
in shares of Questron common stock.  Additional purchase  consideration of up to
$1.5 million may be paid based on future operating  results.  The acquisition is
subject  to  financing  and other  customary  closing  conditions.  Capital  had
revenues of $9.5 million in 1998.

           The definitive  agreement  dated as of May 7, 1999 to acquire 100% of
the  outstanding  stock of Action calls for a purchase  price of $13.8  million,
consisting  of $10.5  million in cash,  $1.5 million in notes and the balance in
shares of Questron common stock. Additional purchase consideration of up to $1.8
million  may be paid  based on future  operating  results.  The  acquisition  is
subject to financing and other customary closing conditions. Action had revenues
of $16.3 million in 1998.

           Management  believes that its working capital,  funds available under
its credit agreement,  and funds generated from operations will be sufficient to
meet its obligations  through 1999,  exclusive of cash  requirements  associated
with the  pending  acquisitions  referred  to above.  The  Company  is  actively
pursuing  several  financing  alternatives  in  connection  with  financing  the
Olympic,  Capital and Action  acquisitions.  No assurances can be given that the
Company  will be  able  to  obtain  the  financing  necessary  to  finance  such
acquisitions or that it will be able to obtain the financing on favorable terms.

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


                                       11
<PAGE>


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 June 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.  Nevertheless, the Company expects to assess
its need to create  contingency  plans during the  remainder of 1999 for certain
internal systems in the event management  determines that such contingency plans
may become warranted.

           All  organizations  dealing with the Year 2000 issue must address the
effect this issue will have on their  third-party  supply chain. The Company has
already begun the process of identifying  whether its 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.

           The  Company's  management  believes the impact of the Year 2000 will
not cause any material  disruptions in the Company's  operations.  However,  the
impact of such potential disruptions is difficult to discern.

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
generally  enter into derivative  financial  instruments in the normal course of
business, nor are such instruments used for speculative purposes.


                                       12
<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:

           None.


                                       13
<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:          May  17,  1999                   /s/ Dominic A. Polimeni
               --------------                   -----------------------
                                                Dominic A. Polimeni
                                                Chief Executive Officer

                                     (2)  Principal Financial and Accounting
                                             Officer:

Date:          May 17,  1999                    /s/ Milton M. Adler
               -------------                    -------------------
                                                Milton M. Adler
                                                Treasurer



                                       14
<PAGE>
                                  EXHIBIT INDEX


       The following exhibits are filed as part of this quarterly report on Form
10-Q:



<TABLE>
<CAPTION>
Exhibit                                                                         
  No.                                        Description                        
  ---                                        -----------                        

<S>            <C>
3.0            Certificate  of  Incorporation,   incorporated  by  reference  to
               Exhibit  3(i) to the  Registrant's  Form  10-KSB  filed  with the
               Securities  and  Exchange  Commission  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  Registrant,  incorporated  by reference to
               Exhibit 4.1 to Amendment No. 1 of the  Registrant's  Registration
               Statement  on Form S-3 filed  with the  Securities  and  Exchange
               Commission on March 9, 1995 (File No. 33-44331)
3.3            Certificate  of Amendment,  dated June 9, 1989, to Certificate of
               Incorporation  of the  Registrant,  incorporated  by reference to
               Exhibit 4.1 to Amendment No. 1 of the  Registrant's  Registration
               Statement  on Form S-3 filed  with the  Securities  and  Exchange
               Commission on March 9, 1995 (File No. 33-44331)
3.4            Certificate of Correction,  dated May 17, 1991, to Certificate of
               Incorporation  of the  Registrant,  incorporated  by reference to
               Exhibit 4.1 to Amendment No. 1 of the  Registrant's  Registration
               Statement  on Form S-3 filed  with the  Securities  and  Exchange
               Commission on March 9, 1995 (File No. 33-44331)
3.5            Certificate of Amendment, dated December 20, 1993, to Certificate
               of Incorporation of the Registrant,  incorporated by reference to
               Exhibit  3(i) to the  Registrant's  Form  10-KSB  filed  with the
               Securities  and  Exchange  Commission  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  Registrant,  incorporated  by reference to
               Exhibit 4.1 to Amendment No. 1 to the  Registrant's  Registration
               Statement  on Form S-3 filed  with the  Securities  and  Exchange
               Commission on March 9, 1995 (File No. 33-44331)
3.7            Certificate of Amendment,  dated April 2, 1996, to Certificate of
               Incorporation  of the  Registrant,  incorporated  by reference to
               Exhibit  3.5 to the  Registrant's  Form  10-KSB  filed  with  the
               Securities  and  Exchange  Commission  for the fiscal  year ended
               December 31, 1995 (File No. 0-13324)
</TABLE>
<PAGE>



<TABLE>
<CAPTION>
Exhibit                                                                         
  No.                                        Description                        
  ---                                        -----------                        

<S>            <C>    
3.8            Certificate of Amendment, filed December 31, 1996, to Certificate
               of Incorporation of the Registrant,  incorporated by reference to
               Exhibit 3.10 to  Amendment  No. 1 to the  Registrant's  Form SB-2
               filed with the Securities and Exchange Commission on February 25,
               1997 (File No. 333-18243)
3.9            By-Laws of the  Registrant,  incorporated by reference to Exhibit
               3b(ii) to the Registrant's  Form 10-KSB filed with the Securities
               and Exchange  Commission  for the fiscal year ended  December 31,
               1987 (File No. 0-13324)
3.10           Amendment to By-Laws of the Registrant, incorporated by reference
               to Exhibit 3.4 of the  Registrant's  Form  10-KSB  filed with the
               Securities  and  Exchange  Commission  for the fiscal  year ended
               December 31, 1992 (File No. 0-13324)
4.0            Specimen Common Stock  Certificate,  incorporated by reference to
               Exhibit  4.0 to  Amendment  No. 1 to the  Registrant's  Form SB-2
               filed with the Securities and Exchange Commission on 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  Registrant's  Form SB-2
               filed with the Securities and Exchange Commission on February 25,
               1997 (File No. 333-18243)
4.2            Certificate  of  Designations,  Preferences  and  Rights  of  the
               Registrant's Series B Convertible  Preferred Stock,  incorporated
               by  reference   to  Exhibit  4.2  to  Amendment   No.  1  to  the
               Registrant's  Form SB-2 filed with the  Securities  and  Exchange
               Commission on 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  Registrant's  Form SB-2
               filed with the Securities and Exchange Commission on 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
               Registrant's  Form 10-K filed with the  Securities  and  Exchange
               Commission  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  Registrant's  Form SB-2
               filed with the Securities and Exchange Commission on February 25,
               1997 (File No. 333-18243)
4.6            Stock Purchase  Warrant  Certificate for Purchase of Common Stock
               of  Questron  Technology,  Inc.,  incorporated  by  reference  to
               Exhibit  4.6 to  Amendment  No. 1 to the  Registrant's  Form SB-2
               filed with the Securities and Exchange Commission on February 25,
               1997 (File No. 333-18243)
4.7            Amended  Certificate  of  Designation  Establishing  a Series  of
               Preferred  Stock of Questron  Technology,  Inc.,  incorporated by
               reference to Exhibit 4.7 to the Registrant's  Quarterly Report on
               Form 10-Q/SB 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,  filed  with the  Securities  and  Exchange
               commission on October 8, 1998 (File No. 0-13324).
4.9            Certificate  of  Designation  of  Series A  Junior  Participating
               Preferred Stock of Questron Technology, Inc.
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 filed with the Securities and Exchange Commission on
               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  Registrant's  Registration  Statement on
               Form SB-2 filed with the  Securities  and Exchange  Commission on
               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' Registration  Statement on
               Form SB-2 filed with the  Securities  and Exchange  Commission on
               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 filed with the  Securities  and  Exchange
               Commission on 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  Registrant's  Annual Report
               on Form 10-KSB filed with the Securities and Exchange  Commission
               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
               filed with the Securities and Exchange  Commission 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).
10.10          Stock  Purchase  Agreement,  dated  as of June 12,  1998,  by and
               between the Company,  Gregory Fitzgerald,  Valerie Fitzgerald and
               Fas-Tronics,  Inc.,  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 filed with the Securities and Exchange
               Commission on August 14, 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  of the Company  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  filed  with the
               Securities  and Exchange  Commission on August 14, 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 filed with the Securities  and Exchange  Commission
               on August 14, 1998 (File No. 0-13324).
10.13          Letter  Agreement,  dated  July  29,  1998,  by and  between  the
               Company,  Fortune  Industries,  Inc. and the  Stockholders of the
               Company  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 filed with the Securities and Exchange
               Commission on August 14, 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 with the Securities and Exchange  Commission on 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 filed with the Securities and Exchange  Commission on 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 the Company's  Quarterly  Report on
               Form 10-QSB for the three month period ended September 30, 1998.
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 Collateral Agent,
               incorporated  by reference to the Company's  Quarterly  Report on
               Form 10-QSB for the three month period ended September 30, 1998.
10.19          Asset  Purchase  Agreement,  dated as of January 29, 1999, by and
               between  Questron   Technology,   Inc.,   Questron   Distribution
               Logistics,  Inc. and AFCOM,  Inc., and each of the persons listed
               on Schedule 1.1 thereto and signatory thereto.
10.20          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.  
27.1           Financial Data Schedule
</TABLE>