FORM 10-Q


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

                                    FORM 10-Q

(Mark One)

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

                              For the quarterly period ended  September 30, 1999
                                                              ------------------

                                       OR

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

                               For the transition period from  ______ To _______


                               Commission File Number            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 Number)

 6400 Congress Avenue, Suite 2000, 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 November 11, 1999, there were 6,993,628 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.


                                                                        Page No.
                                                                      ----------
PART I.    Financial Information

  Item 1.  Financial Statements

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

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

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

              Notes to Consolidated Financial Statements                   6-9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                           10 - 13

Item 3.  Quantitative and Qualitative Disclosure
         About Market Risk                                                  13

PART II. Other Information                                                  14

Signature Page                                                              15


                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

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

                                     ASSETS

<TABLE>
<CAPTION>
                                                                 September 30,       December 31,
                                                                    1999                 1998
                                                           ---------------------  --------------------
Current assets:
<S>                                                              <C>                     <C>
   Cash and cash equivalents                                     $  1,414,177            $  229,285
   Accounts receivable, less allowance for
      doubtful accounts of  $187,211 and $186,256                  16,361,601            11,279,876
   Other receivables                                                  274,224                70,412
   Inventories                                                     34,474,174            20,972,593
   Other current assets                                               601,590               345,814
                                                           ---------------------  --------------------

Total current assets                                               53,125,766            32,897,980

Property and equipment - net                                        2,542,554             2,042,786
Cost in excess of net assets of businesses acquired,
   less accumulated amortization of $2,257,391 and $1,165,977,
   respectively                                                    72,273,931            37,575,334
Deferred income taxes                                               2,676,271             2,848,497
Other assets                                                        4,369,300             2,360,656
                                                           =====================  ====================

      Total assets                                              $ 134,987,822           $77,725,253
                                                           =====================  ====================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                             $  9,798,743           $ 5,328,023
   Accrued expenses                                                1,143,783             1,415,626
   Income taxes payable                                               28,471             1,715,501
   Current portion of long-term debt                               1,395,965             1,811,802
                                                           ---------------------  --------------------

Total current liabilities                                         12,366,962            10,270,952
Deferred income taxes payable                                        821,616               364,639
Long-term debt                                                    86,607,124            39,285,698
                                                           ---------------------  --------------------

      Total liabilities                                           99,795,702            49,921,289
                                                           ---------------------  --------------------
Commitments and contingencies
Common stock subject to put option agreement                         271,758               339,697
Shareholders' equity:
  Common stock, $.001 par value; authorized 20,000,000
     shares; issued 7,005,477 shares in 1999 and 4,795,175             7,005                 4,795
      in 1998
   Additional paid-in capital                                     46,828,417            39,615,998
   Accumulated deficit                                           (11,559,582)          (11,801,048)
                                                           ---------------------  --------------------
                                                                  35,275,840            27,819,745
   Less: treasury stock, 11,849 shares,  at cost                    (355,478)             (355,478)
                                                           ---------------------  --------------------

Total shareholders' equity                                        34,920,362            27,464,267
                                                          ----------------------  --------------------

Total liabilities and shareholders' equity                     $ 134,987,822           $77,725,253
                                                          ======================  ====================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       3
<PAGE>



<TABLE>
<CAPTION>


                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                          THREE MONTHS AND NINE MONTHS
                  ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited)

                                                                   Three Months Ended                       Nine Months Ended
                                                                      September 30,                            September 30,
                                                          --------------------------------------   ---------------------------------

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

<S>                                                          <C>                <C>                     <C>            <C>
Sales                                                        $  29,324,117      $   17,799,542          $78,602,490    $  38,871,478
Cost of goods sold                                              17,973,180          10,660,308           48,254,253       23,222,131
                                                             --------------     --------------    -----------------    -------------


Gross Profit                                                    11,350,937           7,139,234           30,348,237       15,649,347

Selling, general & administrative expenses                       7,591,303           4,053,074           19,843,437        9,116,655
Depreciation and amortization                                      579,462             322,296            1,511,878          655,455
                                                             --------------     --------------    -----------------    -------------

Total operating expenses                                         8,170,765           4,375,370           21,355,315        9,772,110
                                                             --------------     --------------    -----------------    -------------

Operating income                                                 3,180,172           2,763,864            8,992,922        5,877,237
Interest expense                                                 2,545,279           1,008,785            5,587,962        1,621,558
                                                             --------------     --------------    -----------------    -------------

Income before income taxes and extraordinary charge                634,893           1,755,079            3,404,960        4,255,679
Provision for income taxes                                         285,702             719,582            1,484,581        1,744,828
                                                             --------------     --------------    -----------------    -------------

Income before extraordinary charge                                 349,191           1,035,497            1,920,379        2,510,851

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

Net income                                                    $    349,191      $    1,035,497    $         468,863    $   2,510,851
                                                             ==============     ==============    =================    =============

Net income                                                    $    349,191      $    1,035,497    $         468,863    $   2,510,851
Deduct: Preferred Stock dividend                                        --              99,185                   --          165,311
      Imputed non-cash Preferred Stock dividend                         --             663,510                   --        1,075,988
                                                              =============     ==============    =================   ==============

Net income used in per common share calculation               $    349,191      $      272,802    $         468,863    $   1,269,552
                                                              =============     ===============   =================   ==============

Per common share:
----------------
Income per common share before extraordinary charge           $        .05              $   .06   $             .33    $         .31
Extraordinary charge                                                    --                   --                (.25)              --
                                                              ------------      ---------------   -----------------   --------------
  Net income per common share                                 $        .05      $           .06   $             .08    $         .31
                                                              ============      ===============   =================   ==============
Per diluted common share:
-------------------------
Income per diluted common share before extraordinary charge   $        .05      $           .06   $             .32    $         .31
Extraordinary charge                                                    --                   --                (.24)              --
                                                              -------------     ---------------   ------------------   -------------
Net income per diluted common share                           $        .05      $           .06   $             .08    $         .31
                                                              =============     ===============   ==================   =============

Average number of common shares outstanding                      6,672,054            4,738,766            5,864,741       4,099,800
                                                              =============     ===============    =================   =============

Average number of diluted common shares outstanding              6,736,699           4,807,210            5,932,467        4,807,796
                                                              =============     ===============    =================   =============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>


<TABLE>
<CAPTION>


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

                                                                                      September 30,             September 30,
                                                                                          1999                       1998
                                                                                ------------------------  ------------------------
Cash flows from operating activities:
<S>                                                                                      <C>                       <C>
  Net income                                                                             $    468,863              $   2,510,851
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                                         1,511,878                    655,455
      Provision for doubtful accounts                                                              --                     39,085
      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                                                       (1,281,776)                (3,316,642)
     (Increase) decrease in other receivables                                                (203,812)                    15,867
     Increase in inventories                                                               (6,329,473)                (4,194,867)
     Increase in accounts payable                                                           2,117,401                  1,217,985
     (Decrease) increase in accrued expenses                                                 (898,978)                   522,967
     (Decrease) increase in income taxes payable                                           (1,828,941)                 1,007,840
     Increase in deferred income taxes                                                        125,477                    457,137
     Increase in other assets                                                                (377,606)                  (303,768)
                                                                                ------------------------  -----------------------

     Net cash used in operating activities                                                 (5,245,451)                (1,388,090)
                                                                                ------------------------  -----------------------

Cash flows from investing activities:
  Net cash consideration paid for acquired business                                       (29,719,345)               (17,672,524)
  Acquisition of property and equipment                                                      (339,310)                  (568,679)
                                                                                ------------------------  -----------------------
     Net cash used in investing activities                                                (30,058,655)               (18,241,203)
                                                                                ------------------------  -----------------------

Cash flows from financing activities:
  Proceeds from borrowings under revolving facility                                         4,870,946                  5,647,799
  Proceeds from long-term debt financing                                                   72,500,000                 30,000,000
  Repayment of long-term debt                                                             (35,000,000)                (9,583,334)
  Repayment of revolving facilities                                                                --                 (5,472,340)
  Fees and expenses associated with long-term debt financing                               (4,112,982)                (1,976,300)
  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                                                                 (105,867)                   (63,943)
  Payments in respect of exercise of put options                                              (67,939)                        --
  Payments on notes issued for acquired businesses                                           (143,644)                   (81,310)
                                                                                ----------------------  -------------------------
     Net cash provided by financing activities                                             36,488,998                 18,841,800
                                                                                ----------------------  -------------------------

Increase (decrease) in cash and cash equivalents                                            1,184,892                   (787,493)
Cash and cash equivalents at beginning of period                                              229,285                    875,080
                                                                                ======================  =========================

Cash and cash equivalents at end of period                                             $    1,414,177               $     87,587
                                                                                ========================  =======================
</TABLE>




                 See Notes to Consolidated Financial Statements.

                                       5
<PAGE>


                   QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 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 nine month period ended September 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.


Note 2.    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
$10,315,928 of cost in excess of net assets of the business acquired.



                                       6
<PAGE>


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

Note 3.    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
$9,699,898 of cost in excess of net assets of the business acquired.


Note 4.    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
$8,053,374 of cost in excess of net assets of the business acquired.


                                       7
<PAGE>





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

Note 5.    Acquisitions - Pro forma financial information.

           The following  unaudited pro forma information for the three and nine
month periods ended September 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
September  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:

<TABLE>
<CAPTION>

                                                                Three months ended                         Nine months ended
                                                                   September 30,                             September 30,
                                                    ---------------------------------------    -------------------------------------
                                                          1999                 1998                      1999            1998
                                                    -----------------    --------------------  ---------------------- --------------

<S>                                                   <C>                 <C>                  <C>                    <C>
Sales                                                 $  29,324,117       $  28,757,542        $        87,861,744    $   83,016,870
                                                    -----------------    --------------------  ---------------------- --------------

Operating income                                          3,180,172            4,154,437                10,057,588        11,525,615
                                                    -----------------    --------------------  ---------------------- --------------

Net income                                            $     349,191         $  1,127,052       $         1,820,566    $    2,528,596
                                                    ================ ====================      ====================   ==============

Net income                                            $     349,191         $  1,127,052       $         1,820,566    $    2,528,596
Less:
   Preferred stock dividends                                     --               99,185                        --           165,311
   Imputed non-cash dividend                                     --              663,510                        --         1,075,988
                                                    ================ ====================      ====================   ==============

Net income used in per
   common share calculation                           $     349,191      $      364,357        $        1,820,566     $    1,287,297
                                                    ================     ================      ====================   ==============

Pro forma net income per common share                 $         .05      $        $ .10        $              .26     $         .32
                                                    ================     ================      ====================   ==============

Pro forma net income per diluted common
   share                                              $         .05                $ .10                     $ .26             $ .32
                                                    ================  ===================     =====================   ==============

Average number of common shares
   outstanding                                            6,672,054            3,692,551                 6,919,381         4,047,071
                                                    ================ ====================      ====================   ==============

Average number of diluted
   common shares outstanding                              6,736,699            6,293,198                 7,020,101         5,864,575
                                                    ================ ====================      ====================  ===============
</TABLE>


                                       8
<PAGE>





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

Note 6.   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  September  30,  1999,  $10,222,458  was  borrowed  and
outstanding  under  the  revolving  facility.  Of the  remaining  amount  of the
$22,500,000 revolving facility,  $12,277,542 was available at September 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.

           Under the terms of both the senior  secured  credit  facility and the
senior  subordinated  notes,  the Company is required to meet certain  financial
covenants.  At  September  30,  1999,  the Company was in  compliance  with such
covenants under the respective agreements, as amended.



                                       9
<PAGE>







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

Results of Operations

For the three month and nine month periods ended September 30, 1999.

           The results of  operations  through  September  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 nine month  periods
ended September 30, 1999 amounted to $29,324,117 and $78,602,490,  respectively,
compared with $17,799,542 and $38,871,478 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 nine month periods ended  September  30, 1999  amounted to  $15,651,509  and
$38,564,852, respectively.

           The  Company's  operating  income for the three  month and nine month
periods ended  September 30, 1999 was $3,180,172 and  $8,992,922,  respectively,
compared with  operating  income of $2,763,864 and $5,877,237 for the comparable
prior year  periods.  The increase in  operating  income for the three month and
nine month periods ended September 30, 1999,  compared with the comparable prior
year periods, is primarily due to the increased operating income attributable to
the acquired businesses. Operating income as a percentage of sales for the three
month and nine month  periods  ended  September  30, 1999  amounted to 10.8% and
11.4%, respectively,  compared with 15.5% and 15.1% for the three month and nine
month  periods  ended  September  30,  1998,  respectively.  This decline is due
primarily 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 nine month  periods  ended  September  30, 1999  amounted to
$2,545,279 and $5,587,962, respectively. For the comparable periods of the prior
year,  the  Company's   results  include  interest  expense  of  $1,008,785  and
$1,621,558,  respectively. The increase in interest



                                       10
<PAGE>

expense principally reflects the costs of increased borrowings to complete the
acquisitions of Fortune, Fas-Tronics, AFCOM, Action, Capital and Olympic and to
support the working capital needs of QDL.

           The  provision  for income  taxes for the three  month and nine month
periods  ended  September  30, 1999  reflects a federal  income tax provision at
effective  rates  of  39.6%  and  38.0%  respectively,  and a state  income  tax
provision at effective rates of 5.4% and 5.6%,  respectively,  for the states in
which the Company does  business.  The  provision for income taxes for the three
month and nine month periods ended  September 30, 1998 reflects a federal income
tax provision at an effective rate of 35% and a state income tax provision at an
effective rate of 6%.

           Net income for the three months ended  September 30, 1999 amounted to
$349,191,  compared with $1,035,497 for the comparable prior year period. During
the second quarter of 1999,  the Company  refinanced its existing debt and, as a
result,  incurred an extraordinary  charge to earnings in the second quarter for
the unamortized balance of loan costs related to the previous financing.  Income
for the nine months ended September 30, 1999, before the extraordinary charge in
connection  with the early  extinguishments  of debt,  amounted  to  $1,920,379,
compared with net income of  $2,510,851  for the  comparable  prior year period.
After the extraordinary charge, the net income for the nine months September 30,
1999 amounted to $468,863. The decline in 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  interest expense  associated with the
financing  of  acquisitions,   increased  selling,  general  and  administrative
expenses,  as  well as the  redundant  expenses  associated  with  the  acquired
businesses,  partially offset by the growth in operating income  attributable to
the acquired businesses.

Liquidity and Capital Resources

           As of September  30,  1999,  the Company had  $1,414,177  in cash and
short-term  investments,  compared to $229,285 as of December  31,  1998.  As of
September 30, 1999,  the Company had working  capital of  $40,758,804,  compared
with working capital of $22,627,028 as of December 31, 1998.

           For the nine months ended  September  30, 1999,  the net cash used by
the  Company's  operating   activities   amounted  to  $5,245,451,   principally
reflecting the increase in inventories  and receivables and decreases in accrued
expenses 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 the increase
in accounts payable.

           For the nine months ended  September  30, 1999,  the net cash used in
the  Company's   investing   activities   amounted  to  $30,058,655,   including
$26,587,567 net cash  consideration  paid in connection with the acquisitions of
Action,  Capital and  Olympic  and  $3,131,778  net cash  consideration  paid in
connection with the deferred  purchase prices of Calfast,  Fortune,  Fas-Tronics
and  IMS.  The  Company  also  had  capital  expenditures  of  $339,310  for the
acquisition of fixed assets.  The Company does not have



                                       11
<PAGE>

significant commitments for capital expenditures as of September 30, 1999 and no
significant commitments are anticipated for the remainder of 1999.

           For the nine months ended  September 30, 1999,  the net cash provided
by the Company's financing activities amounted to $36,488,998, which consists of
$72,500,000 of borrowings  associated with the  acquisitions of Action,  Capital
and  Olympic  and the  refinancing  of existing  bank debt,  $4,870,946  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 $105,867 on various capital leases,  principal  payments of $143,644
on notes  issued for acquired  businesses  and payments of $67,939 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  September  30,  1999,  $10,222,458  was  borrowed  and
outstanding  under  the  revolving  facility.  Of the  remaining  amount  of the
$22,500,000 revolving facility,  $12,277,542 was available at September 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.

           Under the terms of both the senior  secured  credit  facility and the
senior  subordinated  notes,  the Company is required to meet certain  financial
covenants.  At  September  30,  1999,  the Company was in  compliance  with such
covenants under the respective agreements, as



                                       12
<PAGE>

amended. The Company believes that it will be in compliance with such covenants
for future periods or that it will be able to obtain appropriate amendments.

           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
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.  The Company's IT
system is prepared  to handle all dating  implications  associated  with the new
millennium.  In addition,  the Company's  management  recently has completed its
assessment  of the  readiness  of all its systems for handling the Year 2000 and
has concluded that all material  systems will be compliant by the Year 2000. The
costs to address the Year 2000 issue have not been material.

           All  organizations  dealing with the Year 2000 issue must address the
effect this issue will have on their  third-party  supply chain.  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 has received and evaluated the responses to these surveys.  The Company
has concluded that all of its key vendors, distributors, and resellers appear to
be 2000 compliant.  However,  should any of the Company's key  third-parties  be
effected by the Year 2000 issue,  contingency  plans have been  developed by the
Company in order to avoid any business interruptions in the Year 2000.


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.



                                       13
<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 an amendment thereto was filed August 13, 1999.


                                       14
<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:   November 15,  1999                  /s/ Dominic A. Polimeni
        ------------------                  ----------------------------
                                            Dominic A. Polimeni
                                            Chairman and Chief Executive Officer

                                        (2) Principal Financial and Accounting
                                            Officer:

Date:    November 15,  1999                  /s/ Robert V. Gubitosi
         ------------------                  ---------------------------
                                             Robert V. Gubitosi
                                             President and Chief Financial
                                             Officer

                                       15


                                  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).


<PAGE>


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



<PAGE>


              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).

10.26         Amendment  Number One to Amended and  Restated  Loan and  Security
              Agreement,  dated as of  October 1,  1999,  by and among  Questron
              Technology,  Inc., certain of its direct and indirect Subsidiaries
              identified  therein,   each  of  the  Lenders  signatory  thereto,
              Congress Financial Corporation and Ableco Finance LLC.

10.27         Amendment to Note  Agreement,  dated as of September  29, 1999, by
              and among Questron  Operating  Company,  Inc. and Albion  Alliance
              Mezzanine Fund, L.P., Alliance Investment  Opportunties Fund, LLC,
              The Equitable Life Assurance  Society of the United States and IBJ
              Whitehall Bank & Trust Company.

27.1          Financial Data Schedule