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

                                   FORM 10-QSB

(Mark One)

(X)  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                For the quarterly period ended December 31, 2002

                                       OR

( )  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the transition period from _____________ to _____________



                         Commission File Number 0-23153

                                 REMOTEMDX, INC.
        (Exact name of small business issuer as specified in its charter)



                Utah                                   87-0543981
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)



                              5095 West 2100 South
                           Salt Lake City, Utah 84120
                    (Address of principal executive offices)

                                 (801) 974-9474
                           (Issuer's telephone number)



Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act during the past 12 months (or 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 []

This report is prepared for the period ended December 31, 2002, but is filed as
of November 3, 2003. As of October 15, 2003, the issuer had issued and
outstanding 25,256,975 shares of common stock, par value $0.0001.

Transitional Small Business Disclosure Format (Check One): Yes __      No X
                                                                         ---



<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                                No.

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

<S>               <C>                                                                                           <C>
                  Unaudited Condensed Consolidated Balance Sheet as of December 31, 2002..........................3

                  Unaudited Condensed Consolidated Statements of Operations for
                  the three months ended December 31, 2002 and 2001...............................................4

                  Unaudited Condensed Consolidated Statements of Cash Flows for
                  the three months ended December 31, 2002 and 2001...............................................5

                  Notes to Unaudited Condensed Consolidated Financial Statements..................................7

         Item 2.  Management's Discussion and Analysis or Plan of Operation......................................17

         Item 3.  Controls and Procedures........................................................................23


PART II.  OTHER INFORMATION

         Item 2.  Changes in Securities and Use of Proceeds......................................................23

         Item 5.  Other Information..............................................................................23

         Item 6.  Exhibits and Reports on Form 8-K...............................................................24

         Signatures..............................................................................................26
</TABLE>







                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements

                                 REMOTEMDX, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                December 31,
                                                                                                    2002
                                                                                               ----------------
Assets
Current assets:
<S>                                                                                            <C>
   Cash                                                                                        $      21,758
   Restricted Cash                                                                                   300,000
   Accounts receivable, net of allowance for doubtful accounts of  $222,647                           92,318
   Inventories                                                                                       677,033
   Prepaid expenses                                                                                    6,050
                                                                                               ----------------
                Total current assets                                                               1,097,159
Property and equipment, net                                                                           36,661
Other Assets                                                                                           2,222
Core technology, net                                                                                 280,000
Goodwill                                                                                           3,569,164
                                                                                               ----------------
                Total assets                                                                    $  4,985,206
                                                                                               ================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Notes payable                                                                                $  3,117,805
   Bank line of credit                                                                             1,323,033
   Related-party convertible notes payable                                                           500,000
   Related-party line of credit                                                                      946,503
   Accounts payable                                                                                  537,553
   Accrued liabilities                                                                               364,201
   Dividends payable                                                                                 632,903
   Deferred revenue                                                                                   18,481
                                                                                               ----------------
                Total current liabilities                                                       $  7,440,479
                                                                                               ----------------
Commitments and contingencies
Redeemable common stock (See Note 8)                                                                 561,000
                                                                                               ----------------
Stockholders' deficit:
   Preferred stock:
     Series A; 10% dividend, convertible, non-voting; $0.0001 par value; 30,000
       shares designated; 25,522 shares outstanding (aggregate liquidation
       preference of $958,946)                                                                             3
     Series B; convertible; $0.0001 par value; 2,000,000 shares designated; 1,835,824 shares
       outstanding (aggregate liquidation preference of $2,100,003)                                      184
   Common stock; $0.0001 par value; 50,000,000 shares authorized 12,577,657
   shares outstanding                                                                                  1,258

Additional paid-in capital                                                                        54,506,162

Deferred consulting costs                                                                           (127,000)

Series A preferred stock subscription receivable - due from related party                           (338,300)

Accumulated deficit                                                                              (57,058,580)
                                                                                               ----------------
                Total stockholders' deficit                                                       (3,016,273)
                                                                                               ----------------
                Total liabilities and stockholders' deficit                                    $   4,985,206
                                                                                               ================
</TABLE>

           See accompanying notes to unaudited condensed consolidated
                             financial statements.



                                       3
<PAGE>





                                 REMOTEMDX, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                  December 31,
                                                                       ------------------------------------
                                                                             2002              2001
                                                                       -----------------  -----------------
<S>                                                                    <C>                <C>
Net sales                                                              $     2,962,711    $  2,288,251
Cost of goods sold                                                           2,969,415        1,863,158
                                                                       -----------------  -----------------
                Gross profit (loss)                                             (6,704)         425,093

Research and development expenses                                              105,119          185,751
Selling, general and administrative expenses                                 1,464,402        9,920,886
Amortization of core technology                                                 46,667           46,667
                                                                       -----------------  -----------------
                Loss from operations                                        (1,622,891)      (9,728,211)
Other income (expense):
   Interest income                                                               1,179            3,454
   Interest expense                                                           (252,911)      (1,583,624)
                                                                       -----------------  -----------------
                Net loss                                                    (1,874,623)     (11,308,381)
Dividends on Series A preferred stock                                         (157,080)        (120,905)
                                                                       -----------------  -----------------
                Net loss attributable to common stockholders           $    (2,031,703)   $ (11,429,286)
                                                                       =================  =================
Net loss per common share - basic and diluted                          $         (0.16)   $      (1.39)
                                                                       =================  =================
Weighted average shares - basic and diluted                                 12,859,000        8,231,000
                                                                       =================  =================
</TABLE>





           See accompanying notes to unaudited condensed consolidated
                             financial statements.


                                       4
<PAGE>


                                 REMOTEMDX, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                            December 31,
                                                                                 ------------------------------------
                                                                                       2002              2001
                                                                                 ------------------  ----------------
Cash flows from operating activities:
<S>                                                                              <C>                 <C>
   Net loss                                                                      $     (1,874,623)   $ (11,308,381)
   Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                       77,127           74,213
       Amortization of discount on purchase obligation to former
         SecureAlert shareholders                                                           5,825           27,478
       Amortization of deferred consulting costs                                          273,000           75,000
       Amortization of deferred financing costs                                                 -            6,428
       Interest expense related to preferred stock issuances associated
         with borrowings under related-party line of credit                                     -        1,445,525
       Common stock issued for services                                                    59,999           33,558
       Preferred stock issued to related party for services                                     -        2,324,341
       Redeemable common stock issued for services                                              -          165,000
       Common stock options and warrants issued for services primarily to
         related party                                                                          -        5,853,807
       Loss on disposal of equipment charged to cost of sales                              86,514                -
       Changes in operating assets and liabilities:
           Accounts receivable, net                                                       527,828         (211,677)
           Inventories                                                                    163,624         (728,693)
           Prepaid expenses                                                                 4,228           49,812
           Other assets                                                                       984                -
           Accounts payable                                                              (144,773)         735,800
           Accrued liabilities                                                             67,985         (172,641)
           Deferred revenue                                                               (62,949)         (70,561)
                                                                                 ------------------  ----------------
                Net cash used in operating activities                                    (815,231)      (1,700,991)
                                                                                 ------------------  ----------------
Cash flows used in investing activities-
   purchase of property and equipment                                                           -           (4,124)
                                                                                 ------------------  ----------------
Cash flows from financing activities:
   Payments to escrow account                                                                   -         (210,000)
   Net borrowings under related-party line of credit                                       41,276          409,526
   Net borrowings (payments) on bank line of credit                                       223,033          (40,827)
   Payments on related party note                                                         (25,000)               -
   Proceeds from related party notes                                                       85,807                -
   Proceeds from issuance of redeemable common stock                                            -           96,000
   Proceeds from issuance of notes payable                                                550,000        1,968,974
   Payments on notes payable                                                              (89,517)        (506,140)
                                                                                 ------------------  ----------------
                Net cash provided by financing activities                                 785,599        1,717,533
                                                                                 ------------------  ----------------
Net (decrease) increase in cash                                                           (29,632)          12,418
Cash, beginning of period                                                                  51,390           59,977
                                                                                 ------------------  ----------------
Cash, end of period                                                              $         21,758    $      72,395
                                                                                 ==================  ================
</TABLE>


           See accompanying notes to unaudited condensed consolidated
                             financial statements.

                                       5

<PAGE>


                                 REMOTEMDX, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     Three Months ended
                                                                                        December 31,
                                                                             ------------------------------------
                                                                                   2002              2001

(Unaudited) (Unaudited)
                                                                             -----------------  -----------------
Cash paid for interest and taxes:
<S>                                                                          <C>                <C>
Cash paid for income taxes                                                   $               -  $              -
Cash paid for interest                                                                  57,801            55,722
Supplemental schedule of non-cash investing and financing activities:
  Issuance of shares of common stock in exchange
    for shares of Series A preferred stock                                                  26                 -
  Reduction of related party line-of-credit in exchange for exercise
of                  common stock options                                                46,063                 -
  Conversion of accrued liability into note payable                                          -           250,000
  Accrual of Preferred Series A stock dividends                                        157,080           120,905
  Deferred financing costs paid for by issuance of redeemable
    common shares                                                                       45,000            45,000
  Deferred financing costs paid for by issuance of nonforfeitable
    common stock                                                                             -           300,000
  Series A convertible debentures and related accrued interest converted
     into shares of common stock                                                             -            59,811
  Restricted cash issued for debt                                                      300,000                 -

Series A preferred stock issued for accrued dividends                                   17,374                 -
  Sales of net assets for assumption of liabilities and return of common
     shares detailed as follows:

      Accounts payable and accrued liabilities assumed                                (488,410)                -
    Bank line-of-credit assumed                                                       (300,000)                -

    Obligation to SecureAlert relieved                                                (400,000)                -

    Accounts receivable sold                                                           370,501                 -
    Inventory sold                                                                     539,706                 -
    Property and equipment, net of $80,331 accumulated
      Depreciation sold                                                                183,484                 -
    Common stock returned (401,952 shares)                                              94,719                 -
</TABLE>





           See accompanying notes to unaudited condensed consolidated
                             financial statements.




                                       6
<PAGE>


                        REMOTEMDX, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

(1)      ORGANIZATION AND NATURE OF OPERATIONS


RemoteMDx, Inc. was originally incorporated in Utah in July 1995 under the name
Volu-Sol, Inc. ("Volu-Sol"), as a wholly owned subsidiary of Biomune Systems,
Inc. ("Biomune"). Biomune spun off Volu-Sol by distributing shares of Volu-Sol's
common stock as a stock dividend to the holders of the common stock of Biomune
(the "Distribution"). As a consequence of the Distribution, Volu-Sol commenced
operations as a separate, independent company in October 1997. Effective July
27, 2001, Volu-Sol changed its name to RemoteMDx, Inc. RemoteMDx, Inc. and its
subsidiaries are collectively referred to as the "Company".


The Company is a medical, technology-based remote personal safety, health
monitoring and diagnostic services company. The Company creates solutions for
real-time monitoring of personal safety, security, and health needs in
conjunction with national monitoring centers.


Historically, the Company's strategy was to capitalize on the global medical
diagnostic industry by providing "building block" stains and reagents. Although
the Company continues to conduct its medical stains and solutions business, over
the past two years, management has begun to pursue a more expanded role in the
medical diagnostic industry by researching innovative ways to manage patient
medical information as well as linking patients, physicians and payors through
remote health monitoring products. Additionally, through its acquisition of
SecureAlert II, Inc. ("SecureAlert") in July 2001, the Company is engaged in the
business of manufacturing and marketing mobile emergency and personal security
systems, and distributing consumer electronics products. The Company's revenues
for the three months ended December 31, 2002 and 2001 were generated primarily
from the sale of consumer electronics and personal security products and to a
lesser extent from medical stains and reagents.


On January 1, 2003, the Company entered into an agreement with SecureAlert
Entertainment LLC ("SAE") granting it exclusive distribution rights to the
Company's consumer electronics products to the manufactured homes marketing
channel in North America. SAE is barred from marketing or distributing products
to the Personal Emergency Response System ("PERS") and home medical or personal
health monitoring markets and is bound by a five-year post-termination covenant
against competing with the Company in any market. The agreement was subsequently
amended in June 2003 to clarify the pricing of products as well as policies
regarding the Company's responsibility for warranty service, returns, and
delivery of product; purchases are made only by submission of orders to the
Company and title to products passes upon shipment. The agreement expires
December 31, 2003. Prior to entering into this agreement, the Company recorded
sales and related cost of sales of its consumer electronics products on a gross
basis. As a result of this agreement in January 2003, the company began
receiving a commission for all sales by SAE; therefore, beginning January 2003,
revenues were recorded on a net basis, rather than on a gross basis, equal to
the commission received. As a result of this change, the gross sales and related
cost of sales recorded from January to June 2003 declined significantly.


Basis of Presentation


The accompanying condensed consolidated financial statements of the Company have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. These condensed
consolidated financial statements reflect all adjustments (consisting only of
normal recurring adjustments) that, in the opinion of management, are necessary
to present fairly the results of operations of the Company for the periods
presented. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's Form 10-KSB for the year ended September 30, 2002. The
results of operations for the three months ended December 31, 2002 are not
necessarily indicative of the results that may be expected for the fiscal year
ending September 30, 2003.




                                       7
<PAGE>

Going Concern


The Company has reoccurring net losses, has negative cash flows from operating
activities and has a working capital deficit, a stockholders' deficit and an
accumulated deficit. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty


Management's plans with respect to this uncertainty include converting debt
obligations to equity and raising additional capital from the sale of equity
securities and plans to enhance revenues and cash flows from its operations by
increasing selling and marketing efforts related to new and existing products
and services.


There can be no assurance that the Company will be able to raise sufficient
capital to meet its working capital needs. In addition, there can be no
assurance that the operations will generate positive cash flows and that the
Company will be economically successful from increasing selling and marketing
efforts to introduce new products into the market. Further, the Company may be
unable to complete the development and successful commercialization of any new
remote health monitoring products.


Principles of Consolidation


The consolidated financial statements include the accounts of the Company and
its wholly or majority-owned subsidiaries. All significant inter-company
transactions have been eliminated in consolidation.


Stock-Based Compensation


The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.
Accordingly, no compensation cost has been recognized in the financial
statements for employees, except when the exercise price is below the market
price of the stock on the date of grant. Had compensation cost for the Company's
stock option plans been determined based on the fair value at the grant date for
awards in the periods ended December 31, 2002 and 2001 consistent with the
provisions of SFAS No. 123, the Company's approximate net loss and loss per
share would have been the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                          December 31,
                                                ----------------------------------
                                                      2002            2001
                                                ---------------- -----------------

Net loss attributable to common share holders
<S>                                              <C>             <C>
-    as reported                                 $   (1,874,623) $   (11,308,381)

Deduct total stock based
employee compensation expense
determined under fair
value based
method for all awards,
net of related taxes                            $              - $    (1,045,197)
                                                ---------------- -----------------

Net loss - attributable to common
shareholders     pro forma                       $   (1,874,623) $   (12,353,578)
                                                ---------------- -----------------
Basic and diluted net loss per common
  share - as reported                            $        (0.16) $         (1.39)
                                                ---------------- -----------------
Basic and diluted net loss per common
  share - pro forma                              $        (0.16) $         (1.50)
                                                ---------------- -----------------
</TABLE>







                                       8
<PAGE>



The fair value of each option grant is estimated on the date of grant using the
Black-Scholes Option Pricing Model with the following assumptions:

                                                     Three Months Ended
                                                        December 31,
                                            --------------------------------
                                                  2002           2001
                                            ---------------- ---------------

Expected dividend yield                                    0              0
Expected stock price volatility                         110%           110%
Risk-free interest rate                                4.75%           6.0%
Expected life of options                             5 years        5 years

The weighted average fair value of options and warrants granted during the
period ended December 31, 2002 and 2001, were$0 and $2.43 and, respectively.


Impairment of Long-Lived Assets


Goodwill is not amortized but is subject to an impairment test, which is
performed at least annually. Goodwill is related to the acquisition of
SecureAlert in July 2001. The Company tests goodwill for impairment at least
annually or when changes in circumstances may indicate impairment. Impairment is
measured by comparing the carrying value of the component unit to which goodwill
is assigned, namely the assets of its wholly owned subsidiary SecureAlert, Inc.
to the estimated fair value of the component unit using an income approach
method of estimated future cash flows. The estimated future cash flows include
those primarily related from mobile medical alert devices of the component unit.
If the carrying amount of the component unit including goodwill is determined to
exceed the estimated fair value of the component unit then an impairment is
recorded as the difference between the carrying value and the fair market value.


The Company reviews its long-lived assets, other than goodwill, for impairment
when events or changes in circumstances indicate that the book value of an asset
may not be recoverable. The Company evaluates, at each balance sheet date,
whether events and circumstances have occurred which indicate possible
impairment. The Company uses an estimate of future undiscounted net cash flows
of the related asset or group of assets over the estimated remaining life in
measuring whether the assets are recoverable.


Net Loss Per Common Share


Basic net loss per common share ("Basic EPS") is computed by dividing net loss
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted net loss per common share ("Diluted EPS")
is computed by dividing net loss by the sum of the weighted-average number of
common shares outstanding and the weighted-average dilutive common share
equivalents then outstanding. The computation of Diluted EPS does not assume
exercise or conversion of securities that would have an anti-dilutive effect.


Common share equivalents consist of shares issuable upon the exercise of common
stock options and warrants, the conversion of the convertible debentures and
related accrued interest, and shares issuable upon conversion of preferred
stock. As of December 31, 2002 and 2001, there were approximately 18,194,000 and
14,454,000 outstanding common share equivalents, respectively, that were not
included in the computation of diluted net loss per common share as their effect
would be anti-dilutive.


Revenue Recognition


The Company derives its revenue primarily from the sale of consumer electronics
and reagent stains. Revenue, less reserves for returns, is recognized upon
shipment to the customer. The Company records reserves for estimated returns of
defective product. Amounts received in advance of shipment are recorded as
deferred revenue. Shipping and handling fees are included as part of net sales.
The related freight costs and supplies directly associated with shipping
products to customers are included as a component of cost of goods sold.






                                       9
<PAGE>

(2) INVENTORIES


Substantially all items included in inventory are finished goods and consist of
the following as of December 31, 2002:


      Mobile emergency and personal security systems     $   665,214
      Reagent stains                                          11,819
                                                         --------------
                                                         $   677,033
                                                         ==============
(3)      NOTES PAYABLE


Notes payable outstanding at December 31, 2002 were $3,117,805 due to
individuals. Significant activity related to notes payable during the three
months ended December 31, 2002 were as follows:


The Company issued notes payable of $550,000, to a financing company bearing
interest in the amount of 12%, and secured by the assets of the Company.
Additional significant borrowings under short-term obligations were $335,807
from a financing company that is also a significant shareholder, bearing
interest at 12% per annum and unsecured; $300,000 from a relative of the CFO of
the Company, bearing interest at 12% and secured by 500,000 shares of common
stock. All of these financings have either been assumed by ADP Management or
converted into common stock subsequent to December 31, 2002 under the agreement
described below.


On April 2, 2003 in connection with a raising of equity funds for the Company,
the Company entered into an agreement with Mr. David G. Derrick ("Derrick"), the
Company's Chief Executive Officer and Chairman of the Board of Directors, and
James Dalton ("Dalton"), the Company's President and Vice Chairman of the Board
of Directors, and ADP Management Corporation ("ADP Management"), a company
controlled by Derrick and Dalton, whereby Dalton, Derrick and ADP Management
agreed to continue to assist the Company in its financing activities and assume
short-term notes and related accrued interest of $2,613,975, including $700,000
of which the Company has not yet been released by the holder of the note. In
addition, the Company has guaranteed $800,000 of the short-term notes assumed by
ADP Management, Dalton and Derrick.


In addition in June 2003, the Company converted $400,000 of its short-term notes
along with accrued interest of $42,750 into 302,668 shares of the Company's
common stock.

(4)      BANK LINE OF CREDIT


During the nine months ended June 30, 2003 the Company entered into an agreement
with the former shareholders of SecureAlert in which they assumed $300,000 of
the line of credit. In addition, ADP Management assumed $503,387 of the Sun
Trust line of credit balance. On March 11, 2003, the remaining balance of the
SunTrust line of credit was refinanced through a note due to Zions First
National Bank. The new note bears interest at prime plus .25%, matures on March
11, 2004, and is secured by certificates of deposit. The balance due on the line
of credit as of December 31, 2002 is $1,323,030.

(5)      RELATED-PARTY LINE OF CREDIT


As of December 31, 2002, $ 946,503 in borrowings was outstanding under a line of
credit agreement with ADP Management. Through December 31, 2002, borrowings bore
interest at the prime rate (4.75 percent at December 31, 2002) and were due on
December 31, 2002.


Under the original terms of this line of credit, the Company was required to
issue to ADP Management a warrant to purchase one share of Series A Preferred
Stock at a price of $200 per share for every $200 in principal loaned under the
line of credit. The warrants included a cashless exercise provision. Based on
the terms of the line of credit and a common stock value of $3.00 per share,
upon a cashless exercise of the warrants ADP Management had the ability to
receive 0.82 shares of Series A Preferred Stock or approximately 303 shares of
common stock for each $200 advanced under the line of credit, assuming
conversion of the Series A preferred shares.




                                       10
<PAGE>

In March 2002, the Company and ADP Management entered into an amendment to the
line of credit agreement, effective December 31, 2001. The independent members
of the Company's Board of Directors negotiated the amendment on behalf of the
Company. The amendment terminated the obligation to grant warrants to purchase
shares of Series A Preferred Stock, capped at 6,668 the number of shares of
Series A Preferred Stock issuable upon conversion or under warrants granted at
December 31, 2001 and canceled all unexercised warrants to purchase shares of
Series A Preferred Stock. The Company borrowed $1,445,526 under the ADP
Management line of credit agreement through December 31, 2001. In connection
with these borrowings ADP Management was granted warrants to purchase 7,228
shares of Series A preferred stock at an exercise price of $200 per share. These
warrants were determined to have a value of $1,778,013 based on the Black
Scholes Option Pricing Model and a $3.00 per common share price. Of this amount,
$1,445,526 was recorded as interest expense and the remaining $332,488 was
recorded as compensation expense due to the fact that ADP Management is
principally owned and controlled by David Derrick, Chief Executive Officer and
Chairman of the Board, and James Dalton, the Company's President and Vice
Chairman of the Board of Directors. As of December 31, 2001 ADP Management
exercised its warrants under the cashless exercise provision and received 6,688
share cashless exercise resulted in additional compensation expense of
$5,416,812 based on the common stock conversion rate of Series A shares and a
$3.00 per common share price. The 6,688 shares of Series A Preferred Stock
include shares issued to ADP Management during the six months ended December 31,
2001, resulting from ADP Management's exercise of warrants. In addition to the
shares, 2,094 shares were issued to ADP Management for various consulting and
financial services. These shares have been recorded as outstanding in the
accompanying condensed consolidated financial statements as of December 31,
2001.


Additionally, the amendment extended the due date of amounts advanced under the
loan agreement from December 31, 2001 to December 31, 2002, and provided that
ADP Management would advance the balance of approximately ($600,000) to the
Company no later than March 31, 2002. Under the amended and extended agreement,
borrowings and guarantees do not bear interest. In consideration of ADP
Management making the additional advances as required by the amended agreement,
the Company granted to ADP Management warrants to purchase 3,450,000 shares of
common stock at an exercise price equivalent to the conversion price of the
Series A Preferred Stock issuable pursuant to the warrants originally provided
for under the line of credit prior to amendment. This exercise price is the
equivalent of $0.54 per share. These warrants do not have a cashless exercise
feature and expire March 31, 2007. The value of these options, based on the
Black Scholes Option Pricing Model at a $3.00 per common share price, was
determined to be $9,666,439. Of this amount, $895,940, which equaled the total
additional borrowings under the amended agreement, was recorded as interest
expense, and the remaining $8,770,499 was recorded as compensation expense due
to the related party nature of the transaction. The amendment also provides that
ADP Management will convert all of its shares of Series A Preferred Stock into
shares of common stock based upon the current conversion terms of the Series A
Preferred Stock.


During the three months ended December 31, 2002, the Company recorded interest
expense of $9,890 associated with the line of credit with ADP Management.


On April 2, 2003, in connection with a raising of equity funds for the Company,
the Company entered into an agreement with Derrick, Dalton, and ADP Management
wherein ADP Management agreed to continue to assist the Company in its financing
activities and convert all existing debt owed to ADP Management to common stock.
This debt consisted of the following:

     o    $709,986 of amounts owed to the ADP Management line of credit

     o    $550,000 in  restricted  cash  received in exchange for an increase in
          the related party line of credit

     o    assumption of $2,613,975 of short-term notes payable including accrued
          liabilities  and interest,  $700,000 of which the Company has not been
          released by the original  creditor,  and $800,000 of which the Company
          has remained a guarantor

     o    contingent  liability for $483,333 of redeemable common stock at $2.00
          per share,  assumed by ADP  Management;  however,  the Company has not
          been released by the shareholder for this obligation.


In exchange for these assumptions and conversions, the Company assigned a
subscription receivable of $338,300 due from MK financial to ADP Management and
issued 8,113,999 shares of the Company's common stock. In association with the
issuance of stock in this transaction the Company recorded a subscription


                                       11
<PAGE>

receivable for the unreleased debt of $700,000 and recognized an expense for ADP
Management services of approximately $846,000 based on the excess of the value
of the stock issued over the debt and interest relieved. The number of shares
ultimately retained by ADP Management is not known at this time as ADP
Management will continue to negotiate settlement of debts and obligations
assumed by it and use the shares allocated to it as consideration for such
settlements.


(6)      RELATED-PARTY CONVERTIBLE PROMISSORY NOTES


In connection with the acquisition of SecureAlert in July 2001 the Company
assumed two promissory notes payable to former SecureAlert shareholders each
with a principal balance of $250,000, and the Company granted each of the note
holders the right, at any time prior to July 2, 2002, to convert their note into
83,333 shares of the Company's common stock, or to be paid $250,000 on July 2,
2002. The promissory notes were amended during the three months ended December
31, 2002 to provide for payments of principal and accrued interest at a rate of
$20,000 per month until paid in full, commencing March 25, 2003; the remaining
balance on the notes continues to be convertible at the option of the holder at
a rate of $3.00 per share. The notes continue to bear interest at a rate of five
percent per year. During the three months ended December 31, 2002, the Company
recorded interest expense of $6,250 on these promissory notes.


(7)      PREFERRED STOCK


Series A 10 % Convertible Non-Voting Preferred Stock


Each share of Series A Preferred Stock is convertible into 370 shares of common
stock. During the three months ended December 31, 2002, 695 shares of Series A
Preferred Stock were converted into 257,586 shares of common stock. As of
December 31, 2002, there were 25,522 shares of Series A Preferred Stock
outstanding, which represents 9,443,140 common stock equivalents at a conversion
rate of 370 for 1. Subsequent to December 31, 2002, 1,068 shares of Series A
Preferred Stock were converted into 395,160 shares of common stock.


The holders of the Series A Preferred Stock are entitled to dividends at the
rate of 10 percent per year on the stated value of the Series A Preferred Stock
(or $200 per share), payable in cash or in additional shares of Series A
Preferred Stock at the discretion of the board of directors. Dividends are fully
cumulative and accrue from the date of original issuance. During the three
months ended December 31, 2002 and 2001, the Company recorded $157,080 and
$120,905, respectively, in dividends on Series A Preferred Stock.


The Company may, at its option, redeem up to two-thirds of the total number of
shares of Series A Preferred Stock at a redemption price of 133 percent of the
stated value of Series A Preferred Stock; however, the Company may designate a
different and lower redemption price for all shares of Series A Preferred Stock
called for redemption by the Company. Through December 31, 2002, the Company has
not exercised its option to redeem shares of Series A Preferred Stock.


Warrants to Purchase Series A Preferred Stock


Effective during the three months ended December 31, 2001 under the line of
credit agreement with ADP Management the Company was to grant ADP Management the
right to purchase one share of Series A Preferred Stock at an exercise price of
$200 per share for each $200 advanced under the line of credit. The warrants
were to expire on December 31, 2002. The Series A Preferred Stock warrants
included a cashless exercise provision. This arrangement was amended by the
Company and ADP Management in March 2002, at which time all unexercised warrants
at December 31, 2001 were terminated and the number of shares issuable upon the
exercise of warrants at December 31, 2001 was capped at 6,688 shares of Series A
Preferred Stock. The Company issued 7,228 Series A warrants during the three
months ended December 31, 2001, as part of this arrangement. These warrants were
valued based on the Black Scholes Option Pricing Model at $3.00 per common
share, which resulted in an expense of $1,778,013, of which $1,445,525 was
allocated to interest expense under the line of credit, and $332,488 was
allocated to compensation expense. In connection with the amendment to the
line-of-credit agreement, ADP Management was allowed to exercise 8,158 Series A
Preferred Stock warrants on a cashless method into 6,688 Shares of Series A
Preferred Stock during the nine months ended June 30, 2002. This cashless
exercise resulted in $5,416,812 of additional compensation expense during the
period. All remaining warrants resulting from the line of credit agreement that
were outstanding as of December 31, 2001 were terminated.




                                       12
<PAGE>

Series B Convertible Preferred Stock


In April 2002, the Company sold 1,135,823 shares of Series B Preferred Stock for
$3,366,273. Of these issuances 1,000,000 were sold to Matsushita Electric Works,
Ltd., a Japanese corporation ("MEW"). MEW was granted an anti-dilution right on
the common stock conversion feature of the 1,000,000 Series B shares it
purchased. If the Company shall at any time during a two-year period (beginning
April 2002) issue or sell its common stock or any security exercisable into
common stock for an equivalent value of less than $3.00 per share, then the
conversion price of the 1,000,000 Series B shares into common stock will be
adjusted to the common stock equivalent value of those securities sold. These
anti-dilution rights are expected by management to be waived, but no assurance
can be given that management will be successful in obtaining a waiver from MEW.


The Company may redeem the Series B Preferred Stock at its option at any time.
The redemption price will be a minimum of 110 percent of the conversion price at
the date of redemption. As of June 30, 2003, the Company had not exercised its
option to redeem shares of Series B Preferred Stock.


 (8)     COMMON STOCK


During the three months ended December 31, 2002, the Company issued 362,887
shares of common stock as follows:

     o    20,000  shares were  issued for  services  rendered  of  approximately
          $60,000

     o    257,586 shares were issued upon the conversion of 695 shares of Series
          A Preferred Stock (see Note 10),

     o    85,301  shares  were  issued for  reduction  of $46,062 of the related
          party line of credit in connection  with the exercise of 85,301 common
          stock warrants.

     o    The Company  reacquired 401,952 shares of its common stock from former
          SecureAlert shareholders (see note 9)


Common Stock Subject to Redemption


Of the shares of common stock outstanding at December 31, 2002, 187,000 shares
of common stock are subject to redemption as follows: (1) the holder of 32,000
of these shares has the option to require the repurchase of these shares at a
price of $3.00 per share by giving notice of exercise of this option in writing
to the Company within a 60-day period commencing at the end of nine months from
date of issuance. This option automatically expires if it is not exercised
within the 60-day period. This option has been extended until August 5, 2003;
and (2) the holder of 155,000 shares has the option, subsequent to June 30,
2003, to require the repurchase of these shares at a price of $3.00 per share,
however, if the common stock is then traded in the over-the-counter market or on
a recognized exchange and the holder can readily and efficiently sell the shares
at $3.00 or more per share, this put option will terminate on December 31, 2003.
All other put options granted by the Company were also extended to December 31,
2003.


Common Stock Options and Warrants


Options and warrants to purchase a total of 6,914,843 shares of common stock
were outstanding at December 31, 2002 with a weighted average exercise price of
$2.80 per share remain outstanding.


(9)  REACQUISITION OF COMMON STOCK AND  EXTINGUISHMENT  OF SECUREALERT  PURCHASE
OBLIGATION


On December 31, 2002 the Company entered into an agreement with the former
shareholders of SecureAlert which terminated all employment and consulting
agreements with former employees, shareholders, and officers of SecureAlert. In
addition, the purchase obligation due to former SecureAlert shareholders was
extinguished in the amount of $400,000. The former SecureAlert shareholders
agreed to modify the terms of the notes due in the aggregate of $500,000 (see
Note 6) in which payments of $40,000 per month are required beginning March 11,
2003 until the notes are paid in full. In addition, the former shareholders of
SecureAlert agreed to waive their rights to the anti-dilution provision in
connection with the Company's original purchase of SecureAlert (see Note 3). The
Company has an obligation to pay an entity, in which a former SecureAlert


                                       13
<PAGE>

shareholder is a shareholder, $180,000. This amount was secured by inventory of
the Company valued at approximately $180,000 and was paid in full subsequent to
December 31, 2002.


Corresponding with the termination of the former employees and shareholders of
SecureAlert, the Company modified its approach to its consumer electronics
business. Under its modified approach, on January 1, 2003 the Company entered
into a consumer electronics distribution agreement with SecureAlert
Entertainment, LLC, (SAE) an entity controlled by the former shareholders of
SecureAlert, Inc., a wholly owned subsidiary of the Company.


Under the distribution agreement the Company granted a distribution right it
holds under an agreement with Philips and MemCorp to sell and distribute
consumer electronic products. The initial term of the agreement is for one year,
ending December 31, 2003, after which SAE may directly approach Philips and
MemCorp to obtain direct distribution rights for Magnavox-branded home security
products. Under the distribution agreement SAE assumed payables and accrued
liabilities in the amount of $488,410; assumed $300,000 of the SunTrust line of
credit; acquired receivables due from prior sales of consumer electronic
products in the amount of $370,501; acquired consumer electronic inventory in
the amount of $539,706 and acquired equipment with a net book value of $183,484.
In exchange the Company received 401,952 shares of the Company's common stock
held by the former SecureAlert shareholders and extinguished the remaining
purchase obligation in connection with the original purchase of SecureAlert in
the amount of $400,000. These transactions resulted in a net reacquisition
contribution to the Company in the amount of $94,759.

(10)     SEGMENT INFORMATION


The Company is organized into two business segments based primarily on the
nature of the Company's products. The Reagents segment is engaged in the
business of manufacturing and marketing medical diagnostic stains, solutions and
related equipment to hospitals and medical testing labs. The SecureAlert segment
is engaged in the business of developing, distributing and marketing mobile
emergency and personal security systems to distributors and consumers, and
distributing consumer electronics products to the manufactured home market.
Other (unallocated) loss consists of research and development, selling, general
and administrative expenses related to the Company's corporate activities,
including remote health monitoring and market and business development
activities.


The following table reflects certain financial information relating to each
reportable segment for each of the three-month periods ended December 31, 2002
and 2001:

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                            December 31,
                                                               ---------------------------------------

                                                                      2002                2001
                                                               -------------------- ------------------
      Net sales:
        SecureAlert:
<S>                                                            <C>                  <C>
           Consumer electronics                                $         2,702,221  $     2,050,775
               Mobile emergency and personal security systems              133,140          103,027
                                                               -------------------- ------------------
                                                                         2,835,361        2,153,802
                                                               -------------------- ------------------

      Reagents                                                             127,350          134,449
                                                               -------------------- ------------------
                                                               $         2,962,711  $     2,288,251
                                                               ==================== ==================
      Net loss:
         SecureAlert                                           $          (916,574) $      (438,220)
         Reagents                                                            1,420          (29,834)
         Other (unallocated)                                              (959,469)     (10,840,327)
                                                               -------------------- ------------------
                                                               $        (1,874,623) $   (11,308,381)
                                                               -------------------- ------------------

      Identifiable assets:
         SecureAlert (including good will of $3,569,164)                 4,471,884
         Reagents                                                          133,752
         Other (unallocated)                                               153,905
                                                               -------------------- ------------------
                                                               $         4,985,206
</TABLE>



                                       14
<PAGE>

(11)     RECENT ACCOUNTING PRONOUNCEMENTS


In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement requires the classification of gains or losses from
the extinguishment of debt to meet the criteria of Accounting Principles Board
Opinion No. 30 before they can be classified as extraordinary in the income
statement. As a result, companies that use debt extinguishment as part of their
risk management cannot classify the gain or loss from that extinguishment as
extraordinary. The statement also requires sale-leaseback accounting for certain
lease modifications that have economic effects similar to sale-leaseback
transactions. The adoption of SFAS No. 145 did not have a material impact on the
Company's financial position or operations.


In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This standard, which is effective for exit or
disposal activities initiated after December 31, 2002, provides new guidance on
the recognition, measurement and reporting of costs associated with these
activities. The standard requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date the
Company commits to an exit or disposal plan. The adoption of SFAS No. 146 by the
Company is not expected to have a material impact on the Company's financial
position or future operations.


In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN No. 45). FIN No. 45 requires certain guarantees to
be recorded at fair value, which is different from current practice to record a
liability only when a loss is probable and reasonably estimable, as those terms
are defined in FASB Statement No. 5, "Accounting for Contingencies". FIN No. 45
also requires the Company to make significant new disclosures about guarantees.
The disclosure requirements of FIN No. 45 are effective for the Company in the
first quarter of fiscal year 2003. FIN No. 45's initial recognition and initial
measurement provisions are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. The Company's previous accounting
for guarantees issued prior to the date of the initial application of FIN No. 45
will not be revised or restated to reflect the provisions of FIN No. 45. The
Company does not expect the adoption of FIN No. 45 to have a material impact on
its consolidated financial position, results of operations or cash flows.


In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Ethics" (FIN No. 46), which addresses consolidation by
business enterprises of variable interest entities. FIN No. 46 clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN No. 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Company does not expect
to identify any variable interest entities that must be consolidated. In the
event a variable interest entity is identified, this pronouncement may have a
material impact on the Company's financial condition or results of operations.


In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". This
Statement is effective for contracts entered into or modified after June 30,
2003, with certain exceptions, and for hedging relationships designated after
June 30, 2003, with certain exceptions, and for hedging relationships designated
after June 30, 2003. Management is currently evaluating the effect that the
adoption of SFAS No. 149 may have, but believes it will not have a material
effect on its results of operations and financial position.


In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This new
statement changes the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity or classifications
between liabilities and equity in a section that has been known as "mezzanine
capital." It requires that those certain instruments be classified as
liabilities in balance sheets. Most of the guidance in SFAS 150 is effective for
all financial instruments entered into or modified after May 31, 2003.
Management anticipates that the adoption of SFAS No. 150 may have a material
impact on the Company's consolidated financial statements if in the future the
Company issues mandatorily redeemable preferred stock. Such mandatorily


                                       15
<PAGE>

redeemable preferred stock, previously included as "mezzanine capital", would be
included as a liability in accordance with SFAS 150.


(12)     SUBSEQUENT EVENT


This report is filed in November 2003. Subsequent to December 31, 2002, the
following significant events occurred:


In October 2002 and June 2003, the Company issued notes payable to a financing
company, which is a principal shareholder of the Company in the amount of
$85,808 and $250,000, respectively. These notes are unsecured, bear interest at
12%, mature on March 31, 2003 for those issued in October 2002 and September 30,
2003 for those issued in June 2003. On June 30, 2003, David Derrick, James
Dalton and ADP Management agreed to assume the notes and convert them into
common shares pursuant to an agreement with the Company. The Company was
released from further liability under the notes.


On February 13, 2003, the Company issued notes payable of $175,000 to a
financing company bearing interest in the amount of 12%, and secured by the
assets of the Company. On June 30, 2003, the Company converted the notes into
common shares at $1.50 per share that are redeemable at the option of the holder
at $2.00 per share after December 31, 2003 based on certain conditions.


On December 31, 2002, the Company entered into an agreement with the former
shareholders of SecureAlert which terminated all employment and consulting
agreements with former employees, shareholders, and officers of SecureAlert. In
addition, the purchase obligation due to former SecureAlert shareholders was
extinguished in the amount of $400,000. The former SecureAlert shareholders
agreed to modify the terms of the notes due in the aggregate of $500,000 in
which payments of $40,000 per month are required beginning March 11, 2003 until
the notes are paid in full. In addition, the former shareholders of SecureAlert
agreed to waive their rights to the anti-dilution provision in connection with
the Company's original purchase of SecureAlert (see Note 3). The Company has an
obligation to pay an entity, in which a former SecureAlert shareholder is a
shareholder, $180,000. This amount was secured by inventory of the Company
valued at approximately $180,000 and subsequent to the quarter end was paid in
full.


Corresponding with termination of the former shareholders of SecureAlert, the
Company modified its approach to its consumer electronics business. Under its
modified approach, on January 1, 2003 the Company entered into a consumer
electronics distribution agreement with SecureAlert Entertainment, LLC, (SAE) an
entity controlled by the former shareholders of Secure Alert, Inc., a wholly
owned subsidiary of the Company. Under the distribution agreement the Company
granted a right of distribution it holds under an agreement with Philips and
MemCorp to sell and distribute consumer electronic products. The initial term of
the agreement is for one year after which SAE may directly approach Philips and
MemCorp to obtain direct distribution rights for Magnavox-branded home security
products. Under the distribution agreement SAE acquired from the Company
payables and accrued liabilities in the amount of $488,410; assumed $300,000 of
the Sun Trust line of credit; acquired receivables due from prior sales of
consumer electronic products in the amount of $370,501; acquired consumer
electronic inventory in the amount of $539,706 and acquired equipment with a net
book value of $183,484. In exchange the Company received 400,000 shares of the
Company's common stock held by the former SecureAlert shareholders and the
extinguishment of the remaining purchase obligation in connection with the
SecureAlert purchase as noted above.


On June 30, 2003, the Company amended its distribution agreement with SAE to
clarify the pricing of products as well as policies regarding the Company's
responsibility for warranty service, returns, and delivery of product; purchases
are made only by submission of orders to the Company and title to products
passes upon shipment. The agreement expires December 31, 2003. If the agreement
expires without extension or if a new distributor is not engaged, the Company
expects revenues from the sale of consumer electronics products to decline after
December 31, 2003.


On March 3, 2003, the Company converted 58,333 shares of its common stock to
redeemable common stock to an individual. The individual has the option, but not
the obligation, to put the shares back to the Company at $3.00 per share
beginning on September 30, 2003 through October 15, 2003. This put option was
subsequently extended until December 31, 2003.


On March 11, 2003, the SunTrust line of credit was refinanced through a note due
to Zions First National Bank. The new note bears interest at prime plus .25%,
matures on March 11, 2004, and is secured by certificates of deposit.




                                       16
<PAGE>

On April 2, 2003 in connection with a raising of equity funds for the Company,
the Company entered into an agreement with Mr. David G. Derrick, the Company's
Chief Executive Officer and Chairman of the Board of Directors, and James
Dalton, the Company's President and Vice Chairman of the Board of Directors, and
ADP Management, whereby Dalton, Derrick and ADP Management agreed to continue to
assist the Company in its financing activities and convert existing debt owed to
ADP Management of $709,986 and debt which ADP Management assumed from the
Company of $3,163,975, including $600,000 of which the Company has not been
released by the original creditor. In addition the Company assumed $725,000 of
debt (which was converted into 483,333 shares of redeemable common stock on June
24, 2003 by the original holder). ADP Management assumed the put obligation
associated with the redeemable common stock. However, the original holder has
not released the Company from the potential put obligation. In addition, ADP
Management also agreed to assume the subscription receivable due from MK
financial in the amount of $338,300. In exchange for these assumptions and
conversions the Company issued 8,113,999 shares of the Company's common stock.
In association with the issuance of stock in this transaction the Company
recognized an expense for ADP Management services of approximately $846,000. The
number of shares ultimately retained by ADP Management is not known at this time
as ADP Management will continue to negotiate settlement of the debts and
obligations assumed by it and use shares allocated to it as consideration for
such settlements.


On April 4, the Company sold 185,000 shares to an investor for $100,000.
Concurrently with this transaction, the Company granted the investors the
option, but not the obligation, to put the shares back to the Company at $.54
per share after September 30, 2003, if certain conditions have not been
satisfied. This option was subsequently extended to December 31, 2003.


On May 7, 2003, the Company sold 100,000 shares to several investors for
$150,000. Concurrently with this transaction, as subsequently amended, the
Company granted the investors the option, but not the obligation, to put the
shares back to the Company at $1.50 per share after December 31, 2003, if
certain conditions have not been satisfied.


On June 25, 2003, the Company entered into a consulting agreement with an
individual who has provided debt financing to the Company. The consulting
agreement shall continue through April 30, 2004 and requires 100,000 shares
issued as compensation and a monthly fee of $3,900 per month.


On June 30, 2003, the Company converted $442,750 of short-term notes payable
including accrued interest and penalties into 302,668 shares of the Company's
common stock.


In September 2003, the Company borrowed $475,000 from third party lenders that
can be converted into common stock of the Company at $1.50 per share at the
option of the lenders.


Item 2.  Management's Discussion and Analysis or Plan of Operation


Special Note Regarding Forward-looking Information


Certain statements in this Item 2 - "Management's Discussion and Analysis or
Plan of Operation" are "forward-looking statements" within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). For this purpose, any
statements contained or incorporated in this report that are not statements of
historical fact may be deemed to be forward-looking statements. The words,
"believes," "will," "plans," "anticipates," "expects" and similar expressions
are intended to identify forward-looking statements. A number of important
factors could cause the actual results of the Company to differ materially from
those anticipated by forward-looking statements. These factors include those set
forth under the caption "Risk Factors" in Item 6 - "Management's Discussion and
Analysis or Plan of Operation" in the Company's Annual Report on Form 10-KSB for
the year ended September 30, 2002.


Critical Accounting Policies


In Note 1 to the audited financial statements for the fiscal year ended
September 30, 2002 included in its Form 10-KSB, the Company discusses those
accounting policies that are considered to be significant in determining the
results of operations and its financial position. The Company believes that the
accounting principles utilized by it conform to generally accepted accounting
principles in the United States of America.


The preparation of consolidated financial statements requires management to make
significant estimates and judgments that affect the reported amounts of assets,


                                       17
<PAGE>

liabilities, revenues and expenses. By their nature, these judgments are subject
to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates its estimates, including those related to bad debts, inventories,
intangible assets, warranty obligations, product liability, revenue, and income
taxes. The Company bases its estimates on historical experience and other facts
and circumstances that are believed to be reasonable, and the results form the
basis for making judgments about the carrying value of assets and liabilities.
The actual results may differ from these estimates under different assumptions
or conditions.


With respect to inventory reserves, revenue recognition and allowance for
doubtful accounts, the Company applies the following critical accounting
policies in the preparation of its financial statements:


Inventory Reserves


The nature of the Company's business requires it to maintain sufficient
inventory on hand at all times to meet the requirements of its customers. The
Company record finished goods inventory at the lower of standard cost, which
approximates actual costs (first-in, first-out) or market. Raw materials are
stated at the lower of cost (first-in, first-out), or market. General inventory
reserves are maintained for the possible impairment of the inventory. Impairment
may be a result of slow moving or excess inventory, product obsolescence or
changes in the valuation of the inventory. In determining the adequacy of its
reserves, the Company analyzes the following, among other things:

o        Current inventory quantities on hand;

o        Product acceptance in the marketplace;

o        Customer demand;

o        Historical sales;

o        Forecast sales;

o        Product obsolescence; and

o        Technological innovations.


Any modifications to these estimates of reserves are reflected in the cost of
goods sold within the statement of operations during the period in which such
modifications are determined necessary by management.


Revenue Recognition


The Company derives revenue primarily from the sale of consumer electronics and
reagent stains. Under applicable accounting principles, revenue, less reserves
for returns, is recognized upon shipment to the customer. From the date of the
acquisition of SecureAlert in July 2001 through September 30, 2002, and for the
year ended September 30, 2002, the provision for sales returns was not material.
Amounts received in advance of shipment are recorded as deferred revenue.
Shipping and handling fees are included as part of net sales. The related
freight costs and supplies directly associated with shipping products to
customers are included as a component of cost of goods sold.


Impairment of Long-lived Assets


Under applicable accounting principles, the Company does not amortize goodwill.
Goodwill is subject to an impairment test, which is performed at least annually.
The Company's goodwill is related to the acquisition of SecureAlert in July
2001. During the year ended September 30, 2002 the Company tested goodwill for
impairment by comparing the carrying value of the assets of its wholly owned
subsidiary SecureAlert, to the estimated fair value of those assets. The fair
value was determined using an income approach of estimated future cash flows.
The estimated future cash flows include those primarily related from mobile
medical alert devices. The carrying amount including goodwill was determined to
exceed the estimated fair value. Therefore the Company recognized an impairment
of goodwill in 2002.


The Company reviews its long-lived assets, other than goodwill, for impairment
when events or changes in circumstances indicate that the book value of an asset
may not be recoverable. The Company evaluate, at each balance sheet date,
whether events and circumstances have occurred which indicate possible
impairment. The Company uses an estimate of future undiscounted net cash flows


                                       18
<PAGE>

of the related asset or group of assets over the estimated remaining life of in
measuring whether the assets are recoverable.


Accounting for Stock-based Compensation


The Company accounts for stock-based compensation issued to employees and
directors under Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. Under APB No. 25,
compensation related to stock options, if any, is recorded if an option's
exercise price on the measurement date is below the fair value of the company's
common stock and amortized to expense over the vesting period. Compensation
expense for stock awards or purchases, if any, is recognized if the award or
purchase price on the measurement date is below the fair value of the common
stock and is recognized on the date of award or purchase. Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
Compensation," requires pro forma information regarding net loss and net loss
per common share as if the company had accounted for its stock options granted
under the fair value method.


The Company accounts for stock-based compensation issued to persons other than
employees using the fair value method in accordance with SFAS No. 123 and
related interpretations. Under SFAS No. 123, stock-based compensation is
determined as either the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably measurable.
The measurement date for these issuances is the earlier of either the date at
which a commitment for performance by the recipient to earn the equity
instruments is reached or the date at which the recipient's performance is
complete.


Allowance for Doubtful Accounts


The Company must make estimates of the collectability of accounts receivable. In
doing so, the Company analyze accounts receivable and historical bad debts,
customer credit-worthiness, current economic trends and changes in customer
payment patterns when evaluating the adequacy of the allowance for doubtful
accounts.


Three Months Ended December 31, 2002 Compared to Three Months Ended December 31,
2001


Net Sales


The Company's focus is on building the mobile emergency and personal security
systems market and not on the consumer electronics and reagents markets. As a
result of this new focus management believes that operations and sales of
consumer electronics and reagents will decrease in future operating periods.


For the three months ended December 31, 2002, the Company had net sales of
$2,962,711 compared to $2,288,251 for the three months ended December 31, 2001,
an increase of $674,460. The increase in net sales resulted primarily from an
increase in consumer electronic sales within the manufactured-housing market.
SecureAlert had net sales of $2,835,361 during the three months ended December
31, 2002. These sales consisted of $2,702,220 of consumer electronics and
$133,141 of mobile emergency and personal security systems. SecureAlert's
significant customers and their approximate percentage of SecureAlert sales
include Fleetwood (54%), Champion (13%), and Oakwood (11%).


Reagents had revenues for the three months ended December 31, 2002 of $127,350,
relatively unchanged from the prior year fiscal period. The Company anticipates
that Reagents' sales will decrease in the future as a percentage of total sales.
Fisher Scientific was a significant customer of Reagents, accounting for 25% of
Reagents' sales during the period. No other Reagents customer accounted for 10%
or more of its sales.


Cost of Goods Sold


For the three months ended December 31, 2002, cost of goods sold were $2,969,415
compared to $1,863,158 during the three months ended December 31, 2001, an
increase of $1,106,257. The increase in cost of sales resulted primarily from an
increase in consumer electronic sales within the manufactured-housing market.
SecureAlert's cost of goods sold totaled $2,887,511 or 102% of SecureAlert's net
sales during the three months ended December 31, 2002. Because the Company was
not able to extend its purchasing credit terms with its manufacturing suppliers,
the Company purchased product from other distributors which resulted in a higher
per unit cost. In addition the Company wrote off $86,500 to cost of sales from
previously capitalized tooling costs for production of its mobile emergency
devices. These conditions resulted in a negative gross margin for the period
ended December 31, 2002. Reagents' cost of goods sold was $81,904 or 64% of
Reagent's net sales during the three months ended December 31, 2002, compared to


                                       19
<PAGE>

$97,309 or 72% of Reagent's net sales for the same period during the prior
fiscal year. The increase as a percentage of net sales was primarily due to
increased materials costs, wages and overhead costs.


Research and Development Expenses


For the three months ended December 31, 2002, research and development expenses
were $105,119, compared to $185,751 in the previous year period. During the
three months ended December 31, 2002, research and development expenses
consisted primarily of expenses associated with the development of SecureAlert's
personal security devices.


Amortization of Core Technology


Core technology primarily represents patents in the area of remote security and
medical alert devices received in the acquisition of SecureAlert. Core
technology is amortized using the straight-line method over an estimated useful
life of three years and totaled $46,667 for the three months ended December 31,
2002.


Selling, General and Administrative Expenses


During the three months ended December 31, 2002, selling, general and
administrative expenses were $1,464,402 compared to $9,920,886 during the three
months ended December 31, 2001. This decrease relates primarily to a reduction
in legal, accounting, travel, and consulting fees. This decrease relates
primarily to the granting of common stock options for consulting services to a
shareholder in 2001. These options were granted to the shareholder and other
consulting fees were paid for financing and raising of capital for the Company.


Interest Income and Expense


During the three months ended December 31, 2002, interest expense totaled
$252,911, compared to $1,583,624 paid in the first three months ending December
31, 2001. This amount consists primarily of non-cash interest expense of
$195,110 related to common stock issuances on various note obligations, together
with approximately $5,825 in amortization of a discount on the purchase
obligation to former shareholders of SecureAlert.


Liquidity and Capital Resources


The Company is unable to finance its operations solely from cash flows from
operating activities. During the three months ended December 31, 2002, the
Company financed its operations primarily through borrowings from a related
party and the sale of equity securities.


As of December 31, 2002, the Company had cash of $21,758 and a working capital
deficit of $6,343,320, compared to cash of $51,390 and a working capital deficit
of $4,979,385 at September 30, 2002. This change is primarily the result of cash
used in operations of $815,231.


During the three months ended December 31, 2002, the Company's operating
activities used cash of $815,231 compared to cash of $1,700,991 used during the
three months ended December 31, 2001. The decrease was primarily a result of the
net loss of $1,874,623, that includes non-cash items totaling $502,465 for
depreciation and amortization, stock issued for services, coupled with increases
and decreases in working capital components.


The Company's did not have any investing activities for the three months ended
December 31, 2002.

The Company's financing activities during the three months ended December 31,
2002 provided cash of $785,599 compared to $1,717,533 during the three months
ended December 31, 2001. During the three months ended December 31, 2002, the
Company received cash of $550,000 from the issuance of notes payable, $223,033
from net borrowings on the Company's line of credit with SunTrust, $85,807 from
related party notes, and $41,276 borrowings from a related-party line of credit.
Cash was decreased by $89,517 in payments to notes payable, and $25,000 in
payments to a related party note.


The Company incurred a net loss of $1,874,623 and had negative cash flows from
operating activities of $815,231 during the three months ended December 31,
2002. As of December 31, 2002, the Company had a working capital deficit of
$6,343,320, a net tangible stockholders' deficit of $6,865,437 and an
accumulated deficit of $57,058,580. These factors, as well as the risk factors


                                       20
<PAGE>

set out in the Company's annual report on Form 10-KSB for the year ended
September 30, 2002, raise substantial doubt about the Company's ability to
continue as a going concern. The unaudited condensed consolidated financial
statements included in this report do not include any adjustments that might
result from the outcome of this uncertainty. The Company's plans with respect to
this uncertainty include the conversion of a significant portion of its
outstanding debt and other obligations, as well as raising capital from the sale
of common stock and other debt and equity securities.


There is no assurance that the Company will be successful in its plans to raise
capital, convert debt to equity or meet its current financial obligations. There
has been no adjustment to the financial statements included in this report
should management's plans not be met.


Recent Developments


In addition to the debt restructuring and other transactions described in the
notes to financial statements included in this report, subsequent to December
31, 2002, the following significant developments occurred.


Natale Agreement


On February 28, 2003, the Company entered into an agreement with Tom Natale, who
had been serving as the President of the Company. Under the terms of the
agreement, which was subsequently amended and extended through October 2003, Mr.
Natale and the Company mutually agreed to terminate Mr. Natale's employment
contract. Mr. Natale will be paid a monthly consulting fee of $5,000 and receive
health benefits from the Company through November 2003. A bonus payment of
$30,000 is payable in October 2003. Mr. Natale also entered into a nondisclosure
and confidentiality agreement relating to the Company's technology, including
trade secrets and other intellectual property. In a separate agreement entered
into June 30, 2003, Mr. Natale assigned to the Company a $100,000 certificate of
deposit previously pledged as collateral for the Company's line of credit at a
bank. In consideration of the assignment, the Company agreed to release and
indemnify Mr. Natale from further liability under the line of credit and agreed
to pay back interest of $8,000 and to issue to Mr. Natale 7,500 shares of common
stock and warrants to purchase 7,500 shares of common stock at a price of $3.00
per share. Mr. Natale also received a $100,000 promissory note payable to him
jointly and severally by David Derrick, James Dalton, and ADP Management. ADP
Management assumed this obligation to Mr. Natale and the Company has been
released from any further liability.


Liady Agreement


In an agreement entered into June 30, 2003, Ms. Liady assigned to the Company a
$100,000 certificate of deposit previously pledged as collateral for the
Company's line of credit at a bank. In consideration of the assignment, the
Company agreed to release and indemnify Ms. Liady from further liability under
the line of credit and agreed to pay back interest of $2,500 and to issue to Ms.
Liady 5,000 shares of common stock and warrants to purchase 5,000 shares of
common stock at a price of $3.00 per share. Ms. Liady also received a $100,000
promissory note payable to her jointly and severally by David Derrick, James
Dalton, and ADP Management. ADP Management assumed this obligation and the
Company has no further obligation to Ms. Liady.


Consumer Electronics Distribution


On January 1, 2003, the Company entered into an agreement with SecureAlert
Entertainment LLC granting it exclusive distribution rights to the Company's
consumer electronics products to the manufactured homes marketing channel in
North America. In consideration of the grant of exclusive rights in the
agreement, SecureAlert Entertainment agreed to make all payments to Mr. Bishop
under his several agreements with the Company and to purchase inventory from the
Company. In addition, former SecureAlert II shareholders waived their right to
and returned to the Company for cancellation 400,000 shares of common stock
issued in the merger of SecureAlert II. SecureAlert Entertainment is barred from
marketing or distributing products to the PERS and home medical or personal
health monitoring markets and is bound by a five-year post-termination covenant
against competing with the Company in any market. The agreement was subsequently
amended in June 2003 to clarify the pricing of products as well as policies
regarding the Company's responsibility for warranty service, returns, and
delivery of product; purchases are made only by submission of orders to the
Company and title to products passes upon shipment. The agreement expires
December 31, 2003. If the agreement expires without extension or if a new
distributor is not engaged, the Company expects revenues from the sale of
consumer electronics products to decline after December 31, 2003.




                                       21
<PAGE>

Telematics Distribution


The Company entered into an agreement with SecureAlert Telematics Corporation
for the distribution of the Company's telematics and mobile GPS products. In
connection with this agreement, the Company acknowledged Mr. Bishop's role in
the development of the underlying GPS technology included in the MobilePAL
products and agreed to assign a patent application relating to that technology
to Mr. Bishop (Patent App. 10/202,769). SecureAlert Telematics will pay the
Company a royalty in the amount of 10% of net revenue from all customer sales
and services for a period of seven years from the date of activation of all
products and services sold by SecureAlert Telematics during the three-year term
of the agreement. The parties also agreed that during the first six months of
the agreement SecureAlert Telematics would have use of the Company's monitoring
center without additional charge and that the parties would share in the cost of
the monitoring center thereafter during the balance of the term of the agreement
until such time as SecureAlert Telematics could establish its own center. The
products that are subject to this agreement are the MobilePAL and TravelPAL
products sold to specific channels identified by the agreement. SecureAlert
Telematics is barred from selling in the PERS and personal and home health
monitoring markets.


Related Party Debt Restructuring


During the quarter ended June 30, 2003, the Audit Committee of the board of
directors approved a debt-restructuring package proposed by ADP Management,
David Derrick and James Dalton. By agreement dated April 2, 2003, the Company
and ADP Management, Mr. Derrick and Mr. Dalton agreed to the following primary
terms:

     o    Derrick and Dalton agreed to negotiate with  significant  creditors of
          the Company to restructure outstanding debt.

     o    The Company  would issue a total of  8,900,000  shares of common stock
          for the purpose of restructuring its debt under this package.

     o    The preferred method of restructuring the debt would be the conversion
          of the debt into common  shares at prices  negotiated on behalf of the
          Company by Derrick and Dalton.

     o    If and to the extent that Derrick and Dalton would assume certain debt
          held by creditors unwilling to convert such obligations  directly into
          equity the shares otherwise issuable in conversion of the assumed debt
          would be issued  to  Derrick  and  Dalton  in  consideration  of their
          assumption of the debt and the release of the Company of all liability
          for such debt by the creditor.

     o    ADP  Management  would convert all amounts owing to it after all other
          creditors  have either  converted or assigned their notes as described
          above for the remaining shares, if any.

     o    The  Company  would   compensate   Derrick  and  Dalton  for  personal
          guarantees and assumptions of corporate debt and obligations.

     o    Mr.  Derrick  would  assign  certificates  of deposit  to the  Company
          securing a line of credit with a bank.


As of June 30, 2003, under the provisions of this agreement the Company:

     o    Converted  $1,167,750 of principal  and accrued  interest into 786,001
          shares of common stock at $1.50 per share.

     o    Was  released  from  debt   obligations  to  third  parties   totaling
          $2,613,975   in  principal  and  accrued   interest   assumed  by  ADP
          Management,  Derrick and Dalton and converted these  obligations  into
          common stock

     o    Settled all obligations and guarantees of ADP Management,  Derrick and
          Dalton,  including $709,986 of principal and accrued interest owing to
          ADP Management and converted these obligations into common stock, and

     o    Received from ADP Management assignment of $550,000 of certificates of
          deposit securing a line of credit with a bank.




                                       22
<PAGE>

The total debt relief provided to the Company as a result of these transactions
was approximately $4,342,000. ADP Management also committed to assume an
additional $700,000 of debt upon release of the Company by the note holder. The
total number of shares issued in connection with this transaction was 8,416,667,
of which 8,113,999 were issued to ADP Management in connection with its
assumption of debt, guarantees, and agreement to indemnify the Company described
above. The number of shares ultimately retained by ADP Management is not known
at this time as ADP Management will continue to negotiate settlement of the
debts and obligations assumed by it and use shares allocated to it as
consideration for such settlements.


Item 3.   Controls and Procedures


Evaluation of Disclosure Controls and Procedures. Based upon their review, the
Company's principal executive officer and principal financial officer have
concluded that the current disclosure controls and procedures (as defined in
Exchange Act Rules 240.13a-14(c) and 15d-14(c)) are effective in providing the
material information required to be disclosed in the reports it file or submit
under the Exchange Act. Their review was completed as of a date within 90 days
before the filing date of this quarterly report


Changes in Internal Controls. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Company carried out this
evaluation.


                           PART II. OTHER INFORMATION


 Item 2. Changes in Securities and Use of Proceeds


During the three months ended December 31, 2002, the Company issued 362,887
shares of common stock without registration of the offer and sale of the
securities under the Securities Act of 1933, as amended, as follows:

     o    20,000 shares were issued for services rendered or to be rendered

     o    284,186 shares were issued upon the conversion of 695 shares of Series
          A Preferred Stock

     o    68,701 shares were issued to reduce a related-party note


In each of these transactions the securities were issued to individuals or
entities that were "accredited investors" as that term is used in Rule 501 under
Regulation D of the Securities Act. The issuance of the securities was
accomplished without registration under the Securities Act in reliance on the
exemptions from the registration requirements of the Securities Act afforded by
Section 4(2) and Rule 506 of Regulation D under the Securities Act.


Item 5.  Other Information


During the quarter ended December 31, 2002, the Company entered into agreements
with former officers and employees to restructure the Company's product
distribution and development efforts consistent with its new business direction
described in this report in Part I, Item 2. These agreements can be summarized
as follows:


Boling, Welch, Steinmeyer et al.


The Company entered into an agreement with Brian Boling, Tim Welch, Jim
Steinmeyer and Ron Bishop and their respective affiliates to provide for the
termination of employment and consulting agreements, the assignment of property
and other rights. Under this agreement, effective December 31, 2002, the
following material terms were agreed:

     o    Consulting  agreements  with Mr. Boling and Mr. Welch were  terminated
          and all parties released.

     o    SecureAlert  Entertainment  LLC, an entity owned and or  controlled by
          Messrs.  Boling,  Steinmeyer and Welch assumed the  obligations of the
          Company under a certificate  of deposit  pledged as collateral for the
          SunTrust  line of credit,  in exchange  for which the  Company  issued
          6,000 shares of redeemable common stock, a warrant for the purchase of
          11,000 shares of common stock at $3.00 per share and cash of $6,000 to
          the owner of the certificate of deposit.

     o    SecureAlert  Entertainment  assumed the obligations of the Company for
          payments  under   consulting   agreements  with  Mr.  Bishop  and  his
          affiliates.



                                       23
<PAGE>

     o    Two  promissory  notes payable by the Company to its former  president
          and to Mr. Boling's father,  each in the principal amount of $250,000,
          were  amended  to provide  for  principal  and  interest  payments  to
          commence in March 2003 and to continue  monthly  thereafter until paid
          in full.  These notes are convertible at the option of the holder into
          common shares at a price of $3.00 per share.

     o    Mr. Boling agreed to accept the pledge of inventory as collateral  for
          a  receivable  of  $180,000  payable  by an  entity  in  which he is a
          minority  shareholder  and to release  the  Company  from any  further
          obligations under that account.


Bishop


Effective December 31, 2002, the Company and Mr. Bishop agreed to terminate
consulting agreements for various technology development and related services.
The Company also issued 65,000 restricted shares of common stock and granted an
option to Mr. Bishop for the purchase of 20,000 common shares at $3.00 per
share. Bishop agreed to complete programming on product interfaces and other
products for the Company and granted the Company a perpetual royalty-free
license to certain software used in the Company's GPS products and monitoring
centers.


Item 6.  Exhibits and Reports on Form 8-K


(a) Exhibits Required by Item 601 of Regulation S-B


Exhibit Number             Title of Document

10.01Distribution  and Separation  Agreement  (incorporated  by reference to the
     Company's  Registration  Statement  and  Amendments  thereto on Form 10-SB,
     effective December 1, 1997).

10.021997 Stock  Incentive  Plan of the Company,  (incorporated  by reference to
     the Company's  Registration Statement and Amendments thereto on Form 10-SB,
     effective December 1, 1997).

10.031997   Transition  Plan   (incorporated   by  reference  to  the  Company's
     Registration  Statement  and  Amendments  thereto on Form 10-SB,  effective
     December 1, 1997).

10.04Securities  Purchase  Agreement for $1,200,000 of Series A Preferred  Stock
     (incorporated  by reference to the  Company's  Registration  Statement  and
     Amendments thereto on Form 10-SB, effective December 1, 1997)

10.05Securities  Purchase  Agreements  with  ADP  Management  and  James  Dalton
     (previously filed)

10.06Agreement and Plan of Merger (SecureAlert)  (previously filed as exhibit to
     Current Report on Form 8-K)

10.07Loan  Agreement (as amended) dated June 2001 between ADP Management and the
     Company  (incorporated  by reference to the Company's annual report on Form
     10-KSB for the year ended September 30, 2001)

10.08Amended  and  Restated  Loan  and  Security  Agreement  (SunTrust  Bank and
     SecureAlert),  dated  August  3, 2001  (incorporated  by  reference  to the
     Company's  annual  report on Form 10-KSB for the year ended  September  30,
     2001)

10.09Amended  and  Restated  Loan  and  Security  Agreement  (SunTrust  Bank and
     SecureAlert),  dated January 24, 2002 (filed as an exhibit to the Company's
     quarterly report on Form 10-QSB for the quarter ended December 31, 2001)



                                       24
<PAGE>

10.10Amended  and  Restated  Loan  and  Security  Agreement  (SunTrust  Bank and
     SecureAlert)  dated  March 1, 2002  (filed as an exhibit  to the  Company's
     quarterly report on Form 10-QSB for the quarter ended December 31, 2001)

10.11Loan  Agreement (as amended and  extended)  dated March 5, 2002 between ADP
     Management  and the  Company,  effective  December  31,  2001  (filed as an
     exhibit to the  Company's  quarterly  report on Form 10-QSB for the quarter
     ended December 31, 2001)

10.12License  Agreement  between  RemoteMDx,  Inc.  and  SecureAlert,   Inc.  as
     licensor and Matsushita Electric Works, Ltd., as licensee, (April 12, 2002)
     (previously filed)

10.13Agreement between the Company and SAE, filed herewith

10.14Agreement between the Company and SecureAlert Telematics, with amendments,
     filed herewith

31.1 Certification of President and Chief Executive Officer under Section 302 of
     Sarbanes-Oxley Act of 2002


31.2 Certification   of  Chief   Financial   Officer   under   Section   302  of
     Sarbanes-Oxley Act of 2002


32   Certification under Section 906 of Sarbanes-Oxley Act of 2002


(b)       Reports on Form 8-K

During the quarter ended December 31, 2002, the Company filed no reports on Form
8-K.





                                       25
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report, as amended, to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                 REMOTEMDX, INC.



Date: October 30, 2003           By: /s/ David G. Derrick
                                    -------------------------------------------
                                    David G. Derrick,
                                    Chief Executive Officer




Date: October 30, 2003           By: /s/ Michael G. Acton
                                    ----------------------------------------
                                    Michael G. Acton,
                                    Principal Accounting Officer