<PAGE>   1

                                  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 AND
         EXCHANGE ACT OF 1934

                  For the quarterly period ended        September 30, 2000
                                                  ------------------------------


   [ ]   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                           (I. R. S. Employer
incorporation 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 10, 2000, there were 9,232,603 shares of the
Registrant's common stock outstanding.



<PAGE>   2

                            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
INVOLVE CERTAIN RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER
MATERIALLY. EACH FORWARD-LOOKING STATEMENT THAT THE COMPANY BELIEVES IS MATERIAL
IS ACCOMPANIED BY A CAUTIONARY STATEMENT OR STATEMENTS IDENTIFYING IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENT. IN THE CONTEXT OF FORWARD-LOOKING
INFORMATION PROVIDED IN THIS QUARTERLY REPORT ON FORM 10-Q AND IN OTHER REPORTS,
PLEASE REFER TO THE DISCUSSION OF RISK FACTORS DETAILED IN, AS WELL AS THE OTHER
INFORMATION CONTAINED IN, THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION DURING THE PAST 12 MONTHS.


<TABLE>
<CAPTION>

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

        Item 1.  Financial Statements

                          Consolidated Balance Sheet -
                          At September 30, 2000  (unaudited) and December 31, 1999                   3

                          Consolidated Statement of Income  (unaudited) -
                          Three Months and Nine Months Ended September 30, 2000 and 1999             4

                          Consolidated Statement of Cash Flows (unaudited) -
                          Nine Months Ended September 30, 2000 and 1999                              5

                          Notes to Consolidated Financial Statements                               6 - 8

        Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
                 Operations                                                                        9 - 11

        Item 3.  Quantitative and Qualitative Disclosure About Market Risk                           12

PART II.         Other Information                                                                   13

Signature Page                                                                                       14



</TABLE>





                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
              SEPTEMBER 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                     September 30,          December 31,
                                                                                          2000                  1999
                                                                                     -------------         -------------
<S>                                                                                  <C>                   <C>
                                     ASSETS
Current assets:
   Cash                                                                              $     979,068         $     111,102
   Accounts receivable, less allowances for
      doubtful accounts of $217,572 in 2000 and $283,666 in 1999                        26,265,933            16,827,678
   Other receivables                                                                       110,522               253,057
   Inventories                                                                          54,877,848            38,301,589
   Other current assets                                                                    791,531               515,705
                                                                                     -------------         -------------
      Total current assets                                                              83,024,902            56,009,131

Property and equipment - net                                                             4,482,691             2,898,919
Cost in excess of net assets of businesses acquired,
   less accumulated amortization of $4,003,650 in 2000 and $2,699,305 in 1999           73,556,534            71,650,585
Deferred income taxes                                                                    3,173,438             3,431,438
Other assets                                                                             3,887,969             4,007,768
                                                                                     -------------         -------------
      Total assets                                                                   $ 168,125,534         $ 137,997,841
                                                                                     =============         =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                                  $  18,814,710         $   9,668,171
   Accrued expenses                                                                      1,830,516             1,958,596
   Income taxes payable                                                                  2,997,892               750,333
   Current portion of long-term debt                                                       327,875             1,746,598
                                                                                     -------------         -------------
      Total current liabilities                                                         23,970,993            14,123,698
Deferred income taxes payable                                                              952,435               993,048
Long-term debt                                                                          94,190,696            87,808,934
                                                                                     -------------         -------------
      Total liabilities                                                                119,114,124           102,925,680
                                                                                     -------------         -------------

Commitments and contingencies:
   Common stock subject to put option agreement                                            472,127               622,170
Stockholders' equity:
   Preferred stock, $.01 par value; authorized 10,000,000 shares                                --                    --
   Common stock, $.001 par value; authorized 20,000,000
     shares; issued 8,482,603 shares in 2000 and 7,164,522 in 1999                           8,483                 7,165
   Additional paid-in capital                                                           54,606,877            45,678,802
   Accumulated deficit                                                                  (6,076,077)          (10,880,498)
                                                                                     -------------         -------------
                                                                                        48,539,283            34,805,469
   Less: treasury stock at cost, 11,849 shares                                                  --              (355,478)
                                                                                     -------------         -------------
   Total stockholders' equity                                                           48,539,283            34,449,991
                                                                                     -------------         -------------
   Total liabilities and stockholders' equity                                        $ 168,125,534         $ 137,997,841
                                                                                     =============         =============

</TABLE>

                 See Notes to Consolidated Financial Statements.



                                       3
<PAGE>   4
                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                          THREE MONTHS AND NINE MONTHS
                  ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                   Three Months Ended                  Nine Months Ended
                                                                      September 30,                       September 30,
                                                              ------------------------------      ------------------------------
                                                                  2000             1999              2000             1999
                                                              ------------      ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>               <C>
Sales                                                         $ 41,919,379      $ 29,324,117      $119,624,652      $ 78,602,490
Cost of goods sold                                              25,030,829        17,973,180        72,208,391        48,254,253
                                                              ------------      ------------      ------------      ------------

Gross Profit                                                    16,888,550        11,350,937        47,416,261        30,348,237

Selling, general & administrative expenses                      10,395,924         7,591,303        29,140,470        19,843,437
Depreciation and amortization                                      646,922           579,462         1,888,761         1,511,878
                                                              ------------      ------------      ------------      ------------

Total operating expenses                                        11,042,846         8,170,765        31,029,231        21,355,315
                                                              ------------      ------------      ------------      ------------

Operating income                                                 5,845,704         3,180,172        16,387,030         8,992,922
Interest expense                                                 3,161,558         2,545,279         8,960,402         5,587,962
                                                              ------------      ------------      ------------      ------------

Income before income taxes and extraordinary items               2,684,146           634,893         7,426,628         3,404,960
Provision for income taxes                                       1,113,921           285,702         3,082,051         1,484,581
                                                              ------------      ------------      ------------      ------------

Income before extraordinary items                                1,570,225           349,191         4,344,577         1,920,379

Extraordinary gain (charge) in connection with the early
    extinguishment of debt (less applicable income
    taxes of $326,214 in 2000 and $1,187,604 in 1999)                   --                --           459,844        (1,451,516)
                                                              ------------      ------------      ------------      ------------

Net income                                                    $  1,570,225      $    349,191      $  4,804,421      $    468,863
                                                              ============      ============      ============      ============

PER COMMON SHARE:

  Income before extraordinary items                           $        .19      $        .05      $        .53      $        .33
  Extraordinary gain (charge)                                           --                --               .05              (.25)
                                                              ------------      ------------      ------------      ------------
  Net income                                                  $        .19      $        .05      $        .58      $        .08
                                                              ============      ============      ============      ============

PER DILUTED COMMON SHARE:

  Income before extraordinary items                           $        .18      $        .05      $        .44      $        .32
  Extraordinary gain (charge)                                           --                --               .05              (.24)
                                                              ------------      ------------      ------------      ------------
  Net income                                                  $        .18      $        .05      $        .49      $        .08
                                                              ============      ============      ============      ============

Average number of common shares outstanding                      8,415,862         6,672,054         8,198,516         5,864,741
                                                              ============      ============      ============      ============

Average number of diluted common shares outstanding              8,899,231         6,736,699         9,807,160         5,932,467
                                                              ============      ============      ============      ============


</TABLE>



                 See Notes to Consolidated Financial Statements.



                                       4
<PAGE>   5
                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                       September 30,        September 30,
                                                                           2000                 1999
                                                                       ------------         ------------
<S>                                                                    <C>                  <C>
Cash flows from operating activities:
  Net income                                                           $  4,804,421         $    468,863
  Adjustments to reconcile net income to net
    cash used in operating activities:
      Depreciation and amortization                                       1,888,761            1,511,878
      Recognition of current year income tax benefit of net
        operating loss carryforward                                         258,000                   --
     Extraordinary (gain) charge in connection with the early
        extinguishment of debt (less applicable income taxes of
        $326,214 in 2000 and $1,451,516 in 1999)                           (459,844)           1,451,516
  Change in assets and liabilities:
     Increase in accounts receivable                                     (9,438,255)          (1,281,776)
     Decrease (increase) in other receivables                               142,535             (203,812)
     Increase in inventories                                            (15,807,404)          (6,329,473)
     Increase in accounts payable                                         9,146,539            2,117,401
     Decrease in accrued expenses                                          (128,080)            (898,978)
     Increase (decrease) in income taxes payable                          2,247,559           (1,828,941)
     (Decrease) increase in deferred income taxes                           (40,613)             125,477
     Increase in other assets                                               (18,739)            (377,606)
                                                                       ------------         ------------

     Net cash used in operating activities                               (7,405,120)          (5,245,451)
                                                                       ------------         ------------

Cash flows from investing activities:

  Net cash consideration paid for acquired business                        (313,399)         (29,719,345)
  Acquisition of property and equipment                                  (1,586,522)            (339,310)
                                                                       ------------         ------------
     Net cash used in investing activities                               (1,899,921)         (30,058,655)
                                                                       ------------         ------------

Cash flows from financing activities:

  Proceeds from borrowings under revolving facility                       9,407,853            4,870,946
  Proceeds from long-term debt financing                                         --           72,500,000
  Repayment of long-term debt                                              (277,119)         (35,000,000)
  Fees and expenses associated with long-term debt financing               (233,083)          (4,112,982)
  Extraordinary gain (charge) in connection with the early
      extinguishment of debt (less applicable income taxes of
      $326,214 in 2000 and $1,451,516 in 1999)                              459,844           (1,451,516)
  Proceeds from exercise of options and warrants                          1,213,201                   --
  Payments on capital leases                                                (68,968)            (105,867)
  Payments in respect of exercise of put options                           (112,298)             (67,939)
  Payments on note issued for acquired business                            (216,423)            (143,644)
                                                                       ------------         ------------
     Net cash provided by financing activities                           10,173,007           36,488,998
                                                                       ------------         ------------

Increase in cash and cash equivalents                                       867,966            1,184,892
Cash and cash equivalents at beginning of period                            111,102              229,285
                                                                       ------------         ------------

Cash and cash equivalents at end of period                             $    979,068         $  1,414,177
                                                                       ============         ============


</TABLE>


                 See Notes to Consolidated Financial Statements.



                                       5
<PAGE>   6
                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

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 nine month period ended September 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. The consolidated balance sheet as of December 31, 1999
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-K for the year ended December 31, 1999.

NOTE 2. ACQUISITION OF RSD SALES COMPANY, INC.

         Effective March 31, 2000, the Company acquired 100% of the issued and
outstanding stock of RSD Sales Company, Inc., a New York corporation ("RSD"), a
privately owned company.

         The purchase price for RSD consisted of 394,619 shares of the Company's
common stock valued at $3,300,000.

         The Company has accounted for such acquisition using the purchase
method of accounting. In connection with this acquisition, the Company recorded
$2,026,786 of cost in excess of net assets of the business acquired.



                                       6
<PAGE>   7

                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 3. ACQUISITIONS - PRO FORMA FINANCIAL INFORMATION.

         The following unaudited pro forma information for the three month and
nine month periods ended September 30, 2000 and 1999 presents the combined
operating results of the Company, Action Threaded Products, Inc. ("Action"),
Capital Fasteners, Inc. ("Capital"), Olympic Fasteners ("Olympic"), B&G Supply
Company, Inc. ("B&G") and RSD as though each of the acquisitions had been made
on January 1, 1999. 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, 1999. 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, 2000 were
outstanding as of January 1, 1999. This pro forma information does not purport
to be indicative of what would have occurred had the acquisitions been completed
as of January 1, 1999 or results which may occur in the future:

<TABLE>
<CAPTION>

                                                      Three months ended                       Nine months ended
                                                        September 30,                            September 30,
                                               --------------------------------        --------------------------------
                                                   2000               1999                 2000               1999
                                               ------------        ------------        ------------        ------------
<S>                                            <C>                 <C>                 <C>                 <C>
Sales                                          $ 41,919,000        $ 30,694,000        $120,320,000        $ 91,872,000
                                               ------------        ------------        ------------        ------------

Operating income                                  5,846,000           3,321,000          16,484,000          10,328,000
                                               ------------        ------------        ------------        ------------

Net income                                     $  1,570,000        $    397,000        $  4,402,000        $  1,506,000
                                               ============        ============        ============        ============


Pro forma net income per common share          $        .19        $        .06        $        .53        $        .21
                                               ============        ============        ============        ============

Pro forma net income per diluted common
   share                                       $        .18        $        .05        $        .44        $        .21
                                               ============        ============        ============        ============

Average number of common shares
   outstanding                                    8,415,862           7,153,124           8,328,611           7,097,307
                                               ============        ============        ============        ============

Average number of diluted
   common shares outstanding                      8,899,231           7,316,748           9,937,255           7,198,026
                                               ============        ============        ============        ============

</TABLE>



                                       7
<PAGE>   8
                    QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

NOTE 4. EARLY EXTINGUISHMENT OF DEBT.

         On March 7, 2000, the Company reached agreements with the former
shareholders of Action, Capital and Olympic whereby notes payable aggregating
$5,000,000, plus accrued interest of $286,058 were settled in exchange for
450,000 shares of the Company's common stock. In connection with the early
extinguishment of these notes, the Company realized an extraordinary gain in an
amount equal to the difference between the fair market value of the common stock
issued and the face amount of the notes plus accrued interest. The amount of the
extraordinary gain was $459,844, net of applicable income taxes of $326,214.

NOTE 5. SUBSEQUENT EVENTS.


         On October 20, 2000, the Company entered into an additional $4,000,000
senior secured credit facility with its existing senior lender, Ableco Finance,
L.L.C. and on November 10, 2000, the Company completed a $17,500,000 senior
subordinated debt private placement. The net proceeds of both of these
transactions were used to pay down the balance on the Company's revolving credit
facility.

         The senior credit facility of $4,000,000 ("Note C") was structured to
be coterminous with the existing senior credit facility with Ableco Finance,
L.L.C. with the principal balance due on September 29, 2003. Interest on term
loan Note C is due monthly at the prime rate plus 2.5% with a minimum rate of
interest of 12% per annum.

         Interest on the $17,500,000 senior subordinated debt is due quarterly
in arrears at a fixed rate of 12.5% payable in cash and 2.0% payable in kind.
Principal on the senior subordinated debt is payable in full on June 30, 2005.
In connection with the financing, the Company issued 750,000 shares of the
Company's common stock to the senior subordinated lenders.



                                       8
<PAGE>   9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 COMPARED TO THE
THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999.

         The Company's results of operations through September 30, 2000 include
the operating results of the Company's inventory logistics management business,
Questron Distribution Logistics, Inc. (formerly Quest Electronic Hardware, Inc.)
("QDL"), its master distribution of fasteners business, Integrated Material
Systems, Inc. ("IMS") and its battery distribution business, Power Components,
Inc. ("PCI").

         QDL includes the operating results of Webb Distribution ("Webb"), and
California Fasteners, Inc. ("Calfast"), which were acquired in 1997; the
operating results of Fas-Tronics, Inc. ("Fas-Tronics"), Fortune Industries, Inc.
("Fortune") and AFCOM, which were acquired in 1998; the operating results of
Action, Capital, Olympic and B & G, which were acquired in 1999; and, for the
six months ended September 30, 2000, the operating results of RSD, which was
acquired on March 31, 2000. In 1999 the operations of Fas-Tronics and Fortune
began to operate as Questron Aerospace Logistics ("QAL"), a division of QDL,
providing inventory logistics management services to aerospace manufacturers.

         The Company's revenues for the three month and nine month periods ended
September 30, 2000 amounted to $41,919,379 and $119,624,652, respectively,
compared with $29,324,117 and $78,602,490 for the comparable prior year periods.
The significant growth in the Company's revenues is due to the growth of QDL,
which had revenues of $39,935,682 and $112,345,621 during the three month and
nine month periods ended September 30, 2000, compared with $28,043,267 and
$74,902,774 for the comparable prior year periods. The significant growth in
QDL's revenues for the three month period ended September 30, 2000 as compared
with the comparable prior year period is principally a result of the internal
growth of QDL of 40%, as well as the additional revenues attributable to the
acquisitions of B&G and RSD. Revenues from B&G and RSD for the three month
period ended September 30, 2000 amounted to $1,420,056. The significant growth
in QDL's revenues for the nine month period ended September 30, 2000 as compared
with the comparable prior year period is a result of the acquisitions of Action,
Capital, Olympic, B&G and RSD, as well as the internal growth of the other QDL
branches of 31%. Revenues from Action, Capital, Olympic, B&G and RSD for the
nine month period ended September 30, 2000 amounted to $36,498,653 compared with
$18,904,535 for the comparable prior year period. The internal growth of QDL is
attributable to the implementation of inventory logistics management ("ILM")
programs to both new and existing customers.

         The Company's operating income was $5,845,704 and $16,387,030,
respectively for the three month and nine month periods ended September 30,
2000, compared with operating income of $3,180,172 and $8,992,922 for the
comparable prior year periods. Operating income as a percentage of sales for the
three month and nine month periods ended September 30, 2000 amounted to 13.9%
and 13.7%, respectively, compared with 10.8% and 11.4% for the comparable prior
year periods. This improvement in operating income as a percentage of sales is
the result of increased gross profit margins, as well as the decrease in
operating



                                       9
<PAGE>   10
expenses as a percentage of sales, as a result of the growth in sales and the
elimination of some of the redundant costs realized by the integration of
certain of the acquired businesses.

         Interest expense, which reflects the cost of incremental borrowings
associated with acquisitions and QDL's working capital needs, for the three
month and nine month periods ended September 30, 2000 amounted to $3,161,558 and
$8,960,402, respectively. For the comparable prior year periods, the Company's
results include interest expense of $2,545,279 and $5,587,962, respectively. The
increase in interest expense principally reflects the costs of increased
borrowings to complete the acquisitions of Action, Capital and Olympic, as well
as the increased borrowings under the Company's revolving credit facility to
finance the working capital required to support the Company's growth.

         The provision for income taxes for the three month and nine month
periods ended September 30, 2000 reflects a federal income tax provision at an
effective rate of 36.25% and a state income tax provision at an effective rate
of 5.25% 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, 1999
reflects a federal income tax provision at an effective rate of 39.6% and 38.0%,
respectively, and a state income tax provision at an effective rate of 5.4% and
5.6%, respectively. The decrease in the Company's effective tax rate for the
three and nine month periods ended September 30, 2000, as compared to the
comparable prior year periods, is a result of the relationship of the Company's
permanent book to tax differences to the increased pre tax income of the
Company.

         On March 7, 2000, the Company entered into an agreement with the former
shareholders of Action, Capital and Olympic to exchange $5,000,000 of debt, plus
accrued interest of $286,058 for 450,000 shares of the Company's common stock.
This exchange resulted in an extraordinary gain of $459,844, net of $326,214 in
applicable income taxes. In the second quarter of 1999, the Company incurred an
extraordinary charge in connection with the early extinguishment of debt of
$1,451,516, net of $1,187,604 in applicable income taxes. Income for the three
month and nine month periods ended September 30, 2000, before the extraordinary
item in connection with the early extinguishments of debt, amounted to
$1,570,225 and $4,344,577, respectively, compared with $349,191 and $1,920,379
for the comparable prior year periods. After the extraordinary item, the net
income for the three month and nine month periods ended September 30, 2000
amounted to $1,570,225 and $4,804,421, respectively, compared with net income of
$349,191 and $468,863 for the comparable prior year periods. The increase in
income before extraordinary item for the three months ended September 30, 2000
is primarily due to the internal growth of QDL. The increase in income before
extraordinary item for the nine months ended September 30, 2000 is principally
due to the acquisitions of Action, Capital and Olympic, as well as the internal
growth of the other QDL branches.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2000, the Company had $979,068 in cash, compared to
$111,102 as of December 31, 1999. As of September 30, 2000, the Company had
working capital of $59,053,909, compared with working capital of $41,885,433 as
of December 31, 1999.



                                       10
<PAGE>   11

         For the nine months ended September 30, 2000, the net cash used in the
Company's operating activities amounted to $7,405,120, principally reflecting
increases in inventories and receivables, offset in part by profits of the
Company and increases in accounts payable and income taxes payable.

         For the nine months ended September 30, 2000, the net cash used in the
Company's investing activities amounted to $1,899,921, including $313,399 of net
cash consideration paid for acquired businesses and $1,586,522 of capital
expenditures for the acquisition of fixed assets associated with the opening of
new branches, as well as the implementation of new ILM programs. The Company
does not have significant commitments for capital expenditures as of September
30, 2000 and no significant commitments are anticipated for the remainder of
2000, other than the expansion of the Company's computer system to complete the
integration of Fortune, Fas-Tronics, Action, B&G and RSD.

         For the nine months ended September 30, 2000, the net cash provided by
the Company's financing activities amounted to $10,173,007, consisting
principally of $9,407,853 of bank borrowings under the Company's revolving
credit facility and $1,213,201 of proceeds from the exercise of options and
warrants.

         On October 20, 2000, the Company entered into an additional $4,000,000
senior secured credit facility with its existing senior lender: Ableco Finance,
L.L.C. and on November 10, 2000, the Company completed a $17,500,000 senior
subordinated debt private placement. The net proceeds of both of these
transactions were used to pay down the balance on the Company's revolving credit
facility. The senior credit facility of $4,000,000 ("Note C") was structured to
be coterminous with the existing senior credit facility with Ableco Finance,
L.L.C. with the principal balance due on September 29, 2003. Interest on term
loan Note C is due monthly at the prime rate plus 2.5% with a minimum rate of
interest of 12% per annum. Interest on the $17,500,000 senior subordinated debt
is due quarterly in arrears at a fixed rate of 12.5% payable in cash and 2.0%
payable in kind. Principal on the senior subordinated debt is payable in full on
June 30, 2005. In connection with the financing, the Company issued 750,000
shares of the Company's common stock to the senior subordinated lenders.

         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. Management believes that its working capital, funds
available under its credit agreement, and funds generated from operations,
together with additional financing opportunities available to the Company, will
be sufficient to meet its obligations through 2001, exclusive of cash
requirements associated with any business acquisitions.



                                       11
<PAGE>   12

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.




                                       12
<PAGE>   13
                           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>   14

                                   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 14,  2000            /s/ Dominic A. Polimeni
                                           ----------------------------------
                                           Chairman and Chief Executive Officer



                                    (2) Principal Financial and Accounting
                                                Officer:

Date:        NOVEMBER 14,  2000            /s/ Robert V. Gubitosi
                                           ----------------------------------
                                           Robert V. Gubitosi
                                           President and Chief Financial Officer



                                       14
<PAGE>   15
INDEX TO EXHIBITS

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

*3.0     Certificate of Incorporation, incorporated by reference to Exhibit 3(i)
         to the Company'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 Company, incorporated by reference to Exhibit 4.1
         to Amendment No. 1 of the Company's Registration Statement on Form S-3
         filed with the Securities and Exchange Commission on March 9, 1995
         (File No. 33-44331).

*3.2     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 with the Securities and Exchange Commission on March 9, 1995
         (File No. 33-44331).

*3.3     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
         filed with the Securities and Exchange Commission on March 9, 1995
         (File No. 33-44331).

*3.4     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 Form 10-KSB filed with the Securities and Exchange
         Commission for the fiscal year ended December 31, 1993 (File No.
         0-13324).

*3.5     Certificate of Correction, dated December 22, 1993, to Certificate of
         Incorporation of the Company, incorporated by reference to Exhibit 3.3
         to the Company'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 Company, incorporated by reference to Exhibit 4.1
         to Amendment No. 1 to the Company'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 Company, incorporated by reference to Exhibit 3.5
         to the Company's Form 10-KSB filed with the Securities and Exchange
         Commission 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 Form SB-2 filed with the Securities
         and Exchange Commission on February 25, 1997 (File No. 333-18243).




                                       15
<PAGE>   16

*3.9     By-Laws of the Company, incorporated by reference to Exhibit 3b(ii) to
         the Company'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 Company, incorporated by reference to
         Exhibit 3.4 of the Company'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 Company's Form SB-2 filed with the
         Securities and Exchange Commission on February 25, 1997 (File No.
         333-18243).

*4.1     Form of Series IV Warrant Agreement, incorporated by reference to
         Exhibit 4.3 to Amendment No. 1 to the Company's Form SB-2 filed with
         the Securities and Exchange Commission on February 25, 1997 (File No.
         333-18243).

*4.2     Form of Series III Warrant Agreement, dated as of November 7, 1994,
         incorporated by reference to Exhibit 10.22 to the Company's Form 10-KSB
         filed with the Securities and Exchange Commission for the fiscal year
         ended December 31, 1994 (File No. 0-13324).

*4.3     Form of Underwriters' Purchase Option, incorporated by reference to
         Exhibit 4.5 to Amendment No. 1 to the Company's Form SB-2 filed with
         the Securities and Exchange Commission on February 25, 1997 (File No.
         333-18243).

*4.4     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 Company's Form SB-2 filed with the Securities
         and Exchange Commission on February 25, 1997 (File No. 333-18243).

*4.5     Amended Certificate of Designation Establishing Series of Preferred
         Stock of Questron Technology, Inc., 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 filed with the Securities and
         Exchange Commission on May 15, 1998 (File No. 0-13324).

*4.6     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).

*4.7     Certificate of Designation of Series A Junior Participating Preferred
         Stock of Questron Technology, Inc., incorporated by reference to the
         Company's Quarterly Report on Form 10-QSB for the three month period
         ended September 30, 1998, filed with the Securities and Exchange
         Commission on November 16, 1998 (File No. 0-13324).



                                       16
<PAGE>   17

*10.1    The Company's 1994 Director Non-Qualified Stock Option Plan,
         incorporated by reference to Exhibit 10.28 of the Company's Report on
         Form 10-KSB filed with the Securities and Exchange Commission for the
         fiscal year ended December 31 1993 (File No. 0-13324).

*10.2    Employment Agreement, dated March 29, 1999 between Questron Technology,
         Inc. and Dominic A. Polimeni incorporated by reference to Exhibit 10.2
         of the Company's Report on Form 10-KSB filed with the Securities and
         Exchange Commission for the fiscal year ended December 31 1998 (File
         No. 0-13324).

*10.3    Employment Agreement, dated November 29, 1994, between Quest Electronic
         Hardware, Inc. and Phillip D. Schwiebert, incorporated by reference to
         Exhibit 10.25 to the Company's Form 10-KSB filed with the Securities
         and Exchange Commission for the fiscal year ended December 31, 1994
         (File No. 0-13324).

*10.4    Employment Agreement dated October 1, 1999 between Questron Technology,
         Inc. and Robert v. Gubitosi, incorporated by reference to Exhibit 10.4
         of the Company's Annual Report on Form 10-K filed with the Securities
         and Exchange Commission for the fiscal year ended December 31, 1999
         (File No. 0-13324).

*10.5    Non-Statutory Stock Option Agreement between Questron Technology and
         Malcolm Tallmon dated Mach 6, 2000, incorporated by reference to
         Exhibit 10.5 of the Company's Annual Report on Form 10-K filed with the
         Securities and Exchange Commission for the fiscal year ended December
         31, 1999 (File No. 0-13324).

*10.6    Termination of Management Advisory and Consulting Agreement, dated as
         of March 1, 1999, between Gulfstream Financial Group, Inc. and the
         Company.

*10.7    Purchase of Assets Agreement, dated as of November 29, 1994, between
         Quest Electronic Hardware, Inc. and Arrow Electronics, Inc.,
         incorporated by reference to Exhibit 10.29 to the Company's Form 10-KSB
         filed with the Securities and Exchange Commission for the fiscal year
         ended December 31, 1994 (File No. 0-13324).

*10.8    1996 Stock Option Plan, incorporated by reference to Exhibit 10.19 to
         Amendment No. 1 to the Company's Form SB-2 filed with the Securities
         and Exchange Commission on February 25, 1997 (File No. 333-18243).

*10.9    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 Form SB-2 filed with the Securities and Exchange Commission
         on February 25, 1997 (File No. 333-18243).

*10.10   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 Form SB-2 filed with the Securities
         and Exchange Commission on February 25, 1997 (File No. 333-18243).



                                       17
<PAGE>   18

*10.11   Form of Underwriting Agreement, incorporated by reference to Exhibit
         2.0 to Amendment No. 1 to the Company's Form SB-2 filed with the
         Securities and Exchange Commission on February 25, 1997 (File No.
         333-18243).

*10.12   Stock Option Grant Agreement between the Company and Phillip D.
         Schwiebert made as of November 8, 1996, incorporated by reference to
         Exhibit 10.20 to the Company's Form 10-KSB filed with the Securities
         and Exchange Commission for the fiscal year ended December 31, 1996
         (File No. 0-13324).

*10.13   Stock Purchase Agreement between Questron Technology, Inc. and the
         shareholders of California Fasteners, Inc. dated August 29, 1997,
         incorporated by reference to Exhibit 2.0 to the Company's Form 8-K,
         filed October 7, 1997 (File No. 0-13324).

*10.14   Serial Put Agreement between Questron Technology, Inc. and Douglas D.
         Zadow and Terry Bastian dated September 22, 1997, incorporated by
         reference to Exhibit 2.1 to the Company's Form 8-K, filed October 7,
         1997 (File No. 0-13324).

*10.15   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).

*10.16   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 filed with the Securities
         and Exchange Commission on August 14, 1998 (File. No. 0-13324).

*10.17   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 filed with the Securities and
         Exchange Commission on August 14, 1998 (File. No. 0-13324).

*10.18   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 filed with the Securities and Exchange Commission
         on August 14, 1998 (File No. 0-13324).

*10.19   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).



                                       18
<PAGE>   19

*10.20   Settlement Agreement dated as of March 1, 2000, by and among Questron
         Technology, Inc., a Delaware corporation, Gregory Fitzgerald and
         Valerie Fitzgerald, incorporated by reference to Exhibit 10.20 of the
         Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission for the fiscal year ended December 31, 1999 (File
         No. 0-13324).

*10.21   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).

*10.22   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
         with the Securities and Exchange Commission on November 6, 1998 (File
         No. 0-13324).

*10.23   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 signatures 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, filed with the Securities and Exchange
         Commission on November 16, 1998 (File No. 0-13324).

*10.24   Amendment Number One to the Loan and Security Agreement, dated 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 signatures 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 10.18 to the Company's Quarterly Report on Form 10-QSB for the
         three-month period ended September 30, 1998, filed with the Securities
         and Exchange Commission on November 16, 1998 (File No. 0-13324).

*10.25   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).

*10.26   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).



                                       19
<PAGE>   20

*10.27   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).

*10.28   Settlement Agreement in Connection with the Acquisition of Olympic
         dated as of March 7, 2000, by and among Questron Finance Corp., a
         Delaware corporation (ii) Questron Technology, Inc., a Delaware
         corporation and Sheldon Enterprises, Inc (James Mraz as notified
         party), incorporated by reference to Exhibit 10.28 of the Company's
         Annual Report on Form 10-K filed with the Securities and Exchange
         Commission for the fiscal year ended December 31, 1999 (File No.
         0-13324).

*10.29   Settlement Agreement in Connection with the Acquisition of Olympic
         dated as of March 7, 2000, by and among Questron Finance Corp., a
         Delaware corporation (ii) Questron Technology, Inc., a Delaware
         corporation and Sheldon Enterprises, Inc (Rudolph M. Petric as notified
         party), incorporated by reference to Exhibit 10.29 of the Company's
         Annual Report on Form 10-K filed with the Securities and Exchange
         Commission for the fiscal year ended December 31, 1999 (File No.
         0-13324).

*10.30   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).

*10.31   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).

*10.32   Settlement Agreement in Connection with Capital Acquisition dated as of
         March 7, 2000, by and among Questron Finance Corp., a Delaware
         corporation, Questron Technology, Inc., a Delaware corporation and
         James R. Gilchrist, Trustee of James R. Gilchrist Revocable Trust Under
         Agreement Dated June 25, 1999, incorporated by reference to Exhibit
         10.32 of the Company's Annual Report on Form 10-K filed with the
         Securities and Exchange Commission for the fiscal year ended December
         31, 1999 (File No. 0-13324).

*10.33   Settlement Agreement in Connection with Capital Acquisition dated as of
         March 7, 2000, by and among Questron Finance Corp., a Delaware
         corporation, Questron Technology, Inc., a Delaware corporation and
         James R. Gilchrist, incorporated by reference to Exhibit 10.33 of the
         Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission for the fiscal year ended December 31, 1999 (File
         No. 0-13324).

*10.34   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).



                                       20
<PAGE>   21

*10.35   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).

*10.36   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).

*10.37   Settlement Agreement in Connection with the Action Acquisition dated as
         of March 7, 2000, by and among Questron Finance Corp., a Delaware
         corporation, Questron Technology, Inc., a Delaware corporation and
         Gerald H. Ablan, incorporated by reference to Exhibit 10.37 of the
         Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission for the fiscal year ended December 31, 1999 (File
         No. 0-13324).

*10.38   Settlement Agreement in Connection with the Action Acquisition dated as
         of March 7, 2000, by and among Questron Finance Corp., a Delaware
         corporation, Questron Technology, Inc., a Delaware corporation and
         Robert A. Lehman, incorporated by reference to Exhibit 10.38 of the
         Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission for the fiscal year ended December 31, 1999 (File
         No. 0-13324).

*10.39   Settlement Agreement in Connection with the Action Acquisition dated as
         of March 7, 2000, by and among Questron Finance Corp., a Delaware
         corporation, Questron Technology, Inc., a Delaware corporation and
         William P. Hackett, incorporated by reference to Exhibit 10.39 of the
         Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission for the fiscal year ended December 31, 1999 (File
         No. 0-13324).

*10.40   Settlement Agreement in Connection with the Action Acquisition dated as
         of March 7, 2000, by and among Questron Finance Corp., a Delaware
         corporation, Questron Technology, Inc., a Delaware corporation and
         Charles W. Gozder, incorporated by reference to Exhibit 10.40 of the
         Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission for the fiscal year ended December 31, 1999 (File
         No. 0-13324).

*10.41   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).

*10.42   Note Agreement, dated as of June 29, 1999, among Questron Operating
         Company, Inc. and Albion Alliance Mezzanine Fund, L.P., Alliance
         Investment




                                       21
<PAGE>   22

         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).

*10.43   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).

*10.44   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).

*10.45   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).

*10.46   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,"), incorporated by
         reference to Exhibit 10.26 to the Company's Quarterly Report on Form
         10-Q for the three month period ended September 30, 1999 (File No.
         0-13324).

*10.47   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 Opportunities Fund, LLC, The Equitable
         Life Assurance Society of the United States and IBJ Whitehall Bank &
         Trust Company"), incorporated by reference to Exhibit 10.27 to the
         Company's Quarterly Report on Form 10-Q for the three month period
         ended September 30, 1999 (File No. 0-13324).

*21.1    Subsidiaries of the Company, as amended, incorporated by reference to
         Exhibit 21.1 to the Company's Quarterly Report on Form 10-Q for the
         three month period ended March 31, 2000 (File No. 0-13324).



                                       22
<PAGE>   23

+27      Financial Data Schedule.


* previously filed
+ filed herewith






                                       23