----

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| Utah                                                            |   |   | 87-0543981                              |
|-----------------------------------------------------------------|--------|--------|-----------------------------------------|
| (State or other jurisdiction of incorporation or organization ) |   |   | (I.R.S. Employer Identification Number) |

| Large accelerated filer  ̈                                                                         | Accelerated filer  ̈         |
|--------------------------------------------------------------------------------------------------------|----------------------------------|
| Non-accelerated filer    ̈  (Do not check if a smaller reporting company) | Smaller reporting company þ |

----

| SecureAlert, Inc.                            |
|----------------------------------------------|
|                                         |   |   |   |   |   |   |   |   |   |
| FORM 10-Q                                    |
|                                         |   |   |   |   |   |   |   |   |   |
| For the Quarterly Period Ended June 30, 2012 |
|                                         |   |   |   |   |   |   |   |   |   |
| INDEX                                        |
|                                         |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |  Page |
| PART I.  FINANCIAL INFORMATION     |
|                                         |   |   |   |   |   |   |   |   |   |
| Item 1                                       | Financial Statements |   |   |   |   |   |   |
|                                         |   | Condensed Consolidated Balance Sheets (Unaudited) |                 3 |
|                                         |   | Condensed Consolidated Statements of Operations (Unaudited) |                 4 |
|                                         |   | Condensed Consolidated Statements of Cash Flows (Unaudited) |                 5 |
|                                         |   | Notes to Condensed Consolidated Financial Statements (Unaudited) |                 7 |
|                                         |   |   |   |   |   |   |   |   |   |
| Item 2                                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations |               22 |
| Item 3                                       | Quantitative and Qualitative Disclosures About Market Risk |               26 |
| Item 4                                       | Controls and  Procedures |               27 |
|                                         |   |   |   |   |   |   |   |   |   |
| PART II.  OTHER INFORMATION        |
|                                         |   |   |   |   |   |   |   |   |   |
| Item 1                                       | Legal Proceedings |               27 |
| Item 2                                       | Unregistered Sales of Equity Securities and Use of Proceeds |               28 |
| Item 5                                       | Other Information |               29 |
| Item 6                                       | Exhibits |               29 |
|                                         |   |   |   |   |   |   |   |   |   |
| Signatures                                   |   |               31 |

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|                                                                                                                                                                                         |   | June 30, |         |   | September 30, |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------------|--------|---------------|--------|
| Assets                                                                                                                                                                                       |   | 2012     |         |   | 2011          |   |
| Current assets:                                                                                                                                                                              |   |     |         |   |          |   |
| Cash                                                                                                                                                                                         |   | $        | 818,517      |   |          | $      | 949,749 |   |
| Accounts receivable, net of allowance for doubtful accounts of  $902,119 and $996,122, respectively                                                                                |   |     | 2,725,992    |   |          |   | 4,150,427 |   |
| Notes receivable, current portion                                                                                                                                                            |   |     | 134,483      |   |          |   | 90,000 |   |
| Prepaid expenses and other                                                                                                                                                                   |   |     | 2,605,253    |   |          |   | 1,082,581 |   |
| Inventory, net of reserves of $127,016 and $127,016, respectively                                                                                                                            |   |     | 742,018      |   |          |   | 579,779 |   |
| Total current assets                                                                                                                                                                         |   |     | 7,026,263    |   |          |   | 6,852,536 |   |
| Property and equipment, net of accumulated depreciation of $2,525,204 and $2,530,591, respectively                                                                                           |   |     | 768,672      |   |          |   | 1,086,633 |   |
| Monitoring equipment, net of accumulated amortization of $4,343,065 and $3,608,388, respectively                                                                                             |   |     | 3,879,198    |   |          |   | 3,461,985 |   |
| Notes receivable, net of current portion                                                                                                                                                     |   |     | 153,249      |   |          |   | 125,000 |   |
| Goodwill                                                                                                                                                                                     |   |     | 5,889,395    |   |          |   | 5,889,395 |   |
| Intangible assets, net of amortization of $734,021 and $485,393, respectively                                                                                                                |   |     | 4,942,563    |   |          |   | 5,191,191 |   |
| Other assets                                                                                                                                                                                 |   |     | 75,316       |   |          |   | 78,509 |   |
| Total assets                                                                                                                                                                                 |   | $        | 22,734,656   |   |          | $      | 22,685,249 |   |
|                                                                                                                                                                                         |   |     |         |   |          |   |   |   |
|                                                                                                                                                                                         |   |     |         |   |          |   |   |   |
| Liabilities and Stockholders’ Equity                                                                                                                                                   |   |     |         |   |          |   |   |   |
| Current liabilities:                                                                                                                                                                         |   |     |         |   |          |   |   |   |
| Accounts payable (including $327,969 and $505,977 due to a related party, respectively, see Note 16)                                                                                         |   | $        | 1,757,555    |   |          | $      | 2,840,845 |   |
| Accrued liabilities                                                                                                                                                                          |   |     | 2,193,758    |   |          |   | 2,713,230 |   |
| Deferred revenue                                                                                                                                                                             |   |     | 662,180      |   |          |   | 162,331 |   |
| Dividends payable                                                                                                                                                                            |   |     | 623,678      |   |          |   | 541,797 |   |
| Current portion of long-term related-party debt, net of debt discount of $154,305 and $0, respectively                                                                                       |   |     | 2,502,019    |   |          |   | 754,896 |   |
| Current portion of long-term debt, net of debt discount of $115,283 and $0, respectively                                                                                                     |   |     | 1,189,014    |   |          |   | 1,041,392 |   |
|          Total current liabilities                                                                                                              |   |     | 8,928,204    |   |          |   | 8,054,491 |   |
| Long-term related-party debt, net of current portion and debt discount of $8,265 and $0, respectively                                                                                        |   |     | 41,735       |   |          |   | 116,852 |   |
| Long-term debt, net of current portion and debt discount of $11,603 and $0, respectively                                                                                                     |   |     | 548,610      |   |          |   | 898,598 |   |
|             Total liabilities                                                                                                    |   |     | 9,518,549    |   |          |   | 9,069,941 |   |
|                                                                                                                                                                                         |   |     |         |   |          |   |   |   |
| Stockholders’ equity:                                                                                                                                                                  |   |     |         |   |          |   |   |   |
| Preferred stock:                                                                                                                                                                             |   |     |         |   |          |   |   |   |
| Series D 8% dividend, convertible, voting, $0.0001 par value: 85,000 shares designated; 48,783 and 44,845 shares outstanding, respectively (aggregate liquidation preference of $28,521,086) |   |     | 5            |   |          |   | 5 |   |
| Common stock,  $0.0001 par value: 1,250,000,000 shares authorized; 569,010,850 and 503,623,428 shares outstanding, respectively                                                    |   |     | 56,901       |   |          |   | 50,362 |   |
| Additional paid-in capital                                                                                                                                                                   |   |     | 251,944,494  |   |          |   | 244,620,460 |   |
| Accumulated deficit                                                                                                                                                                          |   |     | (238,785,293 | )      |          |   | (231,055,519 | ) |
|          Total equity                                                                                                                           |   |     | 13,216,107   |   |          |   | 13,615,308 |   |
|                Total liabilities and stockholders’ equity                                                   |   | $        | 22,734,656   |   |          | $      | 22,685,249 |   |

----

|                                                                                                                                                                                                                                            |   | Three Months Ended |        |   | Nine Months Ended |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-------------|--------|-------------------|--------|
|                                                                                                                                                                                                                                            |   | June 30,           |        |   | June 30,          |   |
|                                                                                                                                                                                                                                            |   | 2012               |        |   | 2011              |   |   | 2012 |   |   | 2011 |   |
| Revenues:                                                                                                                                                                                                                                       |   |               |        |   |              |   |   |   |   |   |   |   |
|    Products                                                                                                                                                                                                                      |   | $                  | 309,837     |   |              | $      | 701,286 |   |   | $ | 1,774,830 |   |   | $ | 1,154,071 |   |
|    Monitoring and other related services                                                                                                                                                                                         |   |               | 4,484,002   |   |              |   | 3,729,220 |   |   |   | 13,477,667 |   |   |   | 10,842,430 |   |
|                Total revenues                                                                                                                                        |   |               | 4,793,839   |   |              |   | 4,430,506 |   |   |   | 15,252,497 |   |   |   | 11,996,501 |   |
|                                                                                                                                                                                                                                            |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Cost of revenues:                                                                                                                                                                                                                               |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
|    Products                                                                                                                                                                                                                      |   |               | 208,944     |   |              |   | 448,723 |   |   |   | 714,626 |   |   |   | 644,351 |   |
|    Monitoring and other related services                                                                                                                                                                                         |   |               | 2,416,759   |   |              |   | 1,952,347 |   |   |   | 7,423,905 |   |   |   | 5,756,574 |   |
|                Total cost of revenues                                                                                                                                |   |               | 2,625,703   |   |              |   | 2,401,070 |   |   |   | 8,138,531 |   |   |   | 6,400,925 |   |
|                                                                                                                                                                                                                                            |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Gross profit                                                                                                                                                                                                                                    |   |               | 2,168,136   |   |              |   | 2,029,436 |   |   |   | 7,113,966 |   |   |   | 5,595,576 |   |
|                                                                                                                                                                                                                                            |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Operating expenses:                                                                                                                                                                                                                        |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Selling, general and administrative (including $2,471,664, $76,743, $3,777,921 and $399,496, respectively, of compensation expense paid in stock, stock  options/warrants or as a result of amortization of stock-based compensation) |   |               | 5,405,999   |   |              |   | 3,859,014 |   |   |   | 13,004,856 |   |   |   | 10,748,168 |   |
| Research and development                                                                                                                                                                                                                        |   |               | 310,810     |   |              |   | 350,296 |   |   |   | 987,215 |   |   |   | 1,126,703 |   |
|                                                                                                                                                                                                                                            |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Loss from operations                                                                                                                                                                                                                            |   |               | (3,548,673  | )      |              |   | (2,179,874 | ) |   |   | (6,878,105 | ) |   |   | (6,279,295 | ) |
|                                                                                                                                                                                                                                            |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Other income (expense):                                                                                                                                                                                                                         |   |               |        |   |              |   |   |   |   |   |   |   |   |   |   |   |
| Currency exchange rate gain (loss)                                                                                                                                                                                                              |   |               | 35,633      |   |              |   | - |   |   |   | (30,033 | ) |   |   | (97 | ) |
| Loss on disposal of equipment                                                                                                                                                                                                                   |   |               | (14,609     | )      |              |   | - |   |   |   | (18,364 | ) |   |   | (11,282 | ) |
| Change in estimated acquisition costs                                                                                                                                                                                                           |   |               | 52,933      |   |              |   | - |   |   |   | 110,342 |   |   |   | - |   |
| Redemption of SecureAlert Monitoring Series A Preferred                                                                                                                                                                                         |   |               | -           |   |              |   | - |   |   |   | - |   |   |   | 16,683 |   |
| Interest income                                                                                                                                                                                                                                 |   |               | 1,500       |   |              |   | - |   |   |   | 11,425 |   |   |   | 222 |   |
| Interest expense (including $602,729, $0, $680,088 and $42,350, respectively,  paid in stock, stock options / warrants or re-pricing of warrants, and accretion of debt discount)                                                     |   |               | (663,247    | )      |              |   | (143,364 | ) |   |   | (1,038,302 | ) |   |   | (635,236 | ) |
| Other income, net                                                                                                                                                                                                                               |   |               | (11,446     | )      |              |   | (56,278 | ) |   |   | 113,263 |   |   |   | (54,811 | ) |
| Net loss                                                                                                                                                                                                                                        |   |               | (4,147,909  | )      |              |   | (2,379,516 | ) |   |   | (7,729,774 | ) |   |   | (6,963,816 | ) |
| Net loss attributable to non-controlling interest                                                                                                                                                                                               |   |               | -           |   |              |   | (66,256 | ) |   |   | - |   |   |   | (31,750 | ) |
| Net loss attributable to SecureAlert, Inc.                                                                                                                                                                                                      |   |               | (4,147,909  | )      |              |   | (2,445,772 | ) |   |   | (7,729,774 | ) |   |   | (6,995,566 | ) |
| Dividends on Series D Preferred stock                                                                                                                                                                                                           |   |               | (623,678    | )      |              |   | (429,889 | ) |   |   | (1,849,771 | ) |   |   | (1,487,527 | ) |
| Net loss attributable to SecureAlert, Inc. common stockholders                                                                                                                                                                                  |   | $                  | (4,771,587  | )      |              | $      | (2,875,661 | ) |   | $ | (9,579,545 | ) |   | $ | (8,483,093 | ) |
| Net loss per common share, basic and diluted                                                                                                                                                                                                    |   | $                  | (0.01       | )      |              | $      | (0.01 | ) |   | $ | (0.02 | ) |   | $ | (0.02 | ) |
| Weighted average common shares outstanding, basic and diluted                                                                                                                                                                                   |   |               | 548,286,000 |   |              |   | 409,175,000 |   |   |   | 527,299,000 |   |   |   | 349,864,000 |   |

----

|                                                                                                        |   | Nine Months Ended |       |
|-------------------------------------------------------------------------------------------------------------|--------|-------------------|------------|
|                                                                                                        |   | June 30,          |       |
|                                                                                                        |   | 2012              |       |   | 2011 |   |
| Cash flows from operating activities:                                                                       |   |              |       |   |   |   |
|    Net Loss                                                                                  |   | $                 | (7,729,774 | ) |   | $ | (6,963,816 | ) |
|    Adjustments to reconcile net income to net cash used in operating activities:             |   |              |       |   |   |   |   |   |
| Depreciation and amortization                                                                               |   |              | 1,641,289  |   |   |   | 1,225,491 |   |
| Vesting and re-pricing of stock options for services                                                        |   |              | 1,432,768  |   |   |   | 248,986 |   |
| Issuance of common stock to employees for the cancellation of warrants                                      |   |              | 2,130,694  |   |   |   | - |   |
| Issuance of common stock for services                                                                       |   |              | 28,000     |   |   |   | - |   |
| Re-pricing of warrants in connection with debt with related parties                                         |   |              | 39,965     |   |   |   | - |   |
| Accretion interest expense  in connection with debt discount related to acquisition of subsidiary |   |              | 47,640     |   |   |   | - |   |
| Amortization of beneficial conversion feature recorded as interest expense                                  |   |              | 592,483    |   |   |   | 42,350 |   |
| Issuance of common stock to employee                                                                        |   |              | -          |   |   |   | 10,510 |   |
| Issuance of Series D Preferred shares in connection with forbearance                                        |   |              | -          |   |   |   | 140,000 |   |
| Change in redemption value in connection with SMI Series A Preferred stock                                  |   |              | -          |   |   |   | (16,683 | ) |
| Increases in related-party line of credit for services                                                      |   |              | -          |   |   |   | 515,536 |   |
| Loss on disposal of property and equipment                                                                  |   |              | 18,364     |   |   |   | 11,282 |   |
| Loss on disposal of monitoring equipment and parts                                                          |   |              | 90,427     |   |   |   | 90,812 |   |
| Property and equipment disposed for services and compensation                                               |   |              | 2,790      |   |   |   | - |   |
| Loss on foregiveness of note receivable                                                                     |   |              | 22,750     |   |   |   | - |   |
| Change in assets and liabilities:                                                                           |   |              |       |   |   |   |   |   |
|   Accounts receivable, net                                                                        |   |              | 1,192,817  |   |   |   | (573,183 | ) |
|   Notes receivable                                                                                |   |              | 69,011     |   |   |   | (170,000 | ) |
|   Inventories                                                                                     |   |              | (162,239   | ) |   |   | (234,400 | ) |
|   Prepaid expenses and other assets                                                               |   |              | (1,519,479 | ) |   |   | (414,841 | ) |
|   Accounts payable                                                                                |   |              | (235,824   | ) |   |   | 1,303,470 |   |
|   Accrued expenses                                                                                |   |              | (44,574    | ) |   |   | 67,467 |   |
|   Deferred revenue                                                                                |   |              | 499,849    |   |   |   | 4,162 |   |
| Net cash used in operating activities                                                                       |   |              | (1,883,043 | ) |   |   | (4,712,857 | ) |
|                                                                                                        |   |              |       |   |   |   |   |   |
| Cash flow from investing activities:                                                                        |   |              |       |   |   |   |   |   |
| Purchase of property and equipment                                                                          |   |              | (110,134   | ) |   |   | (116,658 | ) |
| Purchase of monitoring equipment and parts                                                                  |   |              | (1,545,649 | ) |   |   | (1,764,132 | ) |
| Payment related to acquisition                                                                              |   |              | -          |   |   |   | (400,000 | ) |
| Net proceeds from the sale of property and equipment                                                        |   |              | 136,618    |   |   |   | - |   |
| Issuance of notes receivable                                                                                |   |              | -          |   |   |   | (45,000 | ) |
| Net cash used in investing activities                                                                       |   |              | (1,519,165 | ) |   |   | (2,325,790 | ) |
|                                                                                                        |   |              |       |   |   |   |   |   |
| Cash flow from financing activities:                                                                        |   |              |       |   |   |   |   |   |
| Principal payments on related-party line of credit                                                          |   |              | -          |   |   |   | (188,634 | ) |
| Borrowings on related-party notes payable                                                                   |   |              | 2,980,000  |   |   |   | 1,100,000 |   |
| Principal payments on related-party notes payable                                                           |   |              | (3,177,947 | ) |   |   | (450,000 | ) |
| Proceeds from convertible debentures                                                                        |   |              | 500,000    |   |   |   | - |   |
| Proceeds from related-party convertible debentures                                                          |   |              | 2,000,000  |   |   |   | - |   |
| Proceeds from notes payable                                                                                 |   |              | 2,217      |   |   |   | 1,282,838 |   |
| Principal payments on notes payable                                                                         |   |              | (645,294   | ) |   |   | (1,239,954 | ) |
| Net proceeds from issuance of Series D Convertible Preferred stock                                          |   |              | 1,612,000  |   |   |   | 6,074,005 |   |
| Net cash provided by financing activities                                                                   |   |              | 3,270,976  |   |   |   | 6,578,255 |   |
| Net decrease in cash                                                                                        |   |              | (131,232   | ) |   |   | (460,392 | ) |
| Cash, beginning of period                                                                                   |   |              | 949,749    |   |   |   | 1,126,232 |   |
| Cash, end of period                                                                                         |   | $                 | 818,517    |   |   | $ | 665,840 |   |

----

|                                                                                                                                          |   | Nine Months Ended |      |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|-----------|
|                                                                                                                                          |   | June 30,          |      |
|                                                                                                                                          |   | 2012              |      |   | 2011 |   |
| Cash paid for interest                                                                                                                        |   | $                 | 259,844   |   |   | $ | 645,396 |   |
|                                                                                                                                          |   |              |      |   |   |   |   |   |
| Supplemental schedule of non-cash investing and financing activities:                                                                         |   |              |      |   |   |   |   |   |
| Issuance of 6,000,000 and 0 stock warrants, respectively, for settlement of debt                                                              |   |              | 253,046   |   |   |   | - |   |
| Issuance of 25,084,008 and 16,463,474 shares of common stock in connection with Series D Preferred stock dividends                            |   |              | 1,767,890 |   |   |   | 1,612,748 |   |
| Series D Preferred stock dividends earned                                                                                                     |   |              | 1,849,771 |   |   |   | 1,487,527 |   |
| Issuance of 3,700,000 and 0 warrants for Board of Director fees                                                                               |   |              | 105,042   |   |   |   | - |   |
| Issuance of 600,000 and 0 shares of common stock for Board of Director fees                                                                   |   |              | 48,060    |   |   |   | - |   |
| Issuance of 12,800,918 and 0 shares of common stock, respectively, for related-party royalty payable                                          |   |              | 769,575   |   |   |   | - |   |
| Issuance of 1,689,714 and 0 shares of common stock, respectively, for settlement of debt                                                      |   |              | 118,280   |   |   |   | - |   |
| Issuance of 1,200,000 and 0 warrants to a consultant for services                                                                             |   |              | 33,358    |   |   |   | - |   |
| Issuance of shares of Series D Convertible Preferred stock for conversion of debt, accrued liabilities and interest                           |   |              | -         |   |   |   | 1,631,000 |   |
| Accrued liabilities and note recorded in connection with the acquisition of Midwest Monitoring & Surveillance, Inc.                       |   |              | -         |   |   |   | 1,638,064 |   |
| Non-controlling interest acquired through acquisition of Midwest Monitoring & Surveillance, Inc.                                          |   |              | -         |   |   |   | 153,323 |   |
| Issuance of 420,000 and 122,196,000 shares of common stock from the conversion of 70 and 20,366 shares of Series D Preferred stock            |   |              | 42        |   |   |   | 12,220 |   |
| Issuance of 0 and 981,620 shares of common stock, respectively for payment of SecureAlert Monitoring, Inc. Series A Preferred stock dividends |   |              | -         |   |   |   | 97,350 |   |
| Note payable issued to acquire monitoring equipment and property and equipment                                                                |   |              | 69,000    |   |   |   | 274,148 |   |
| Cancellation of 0 and 50,000 shares of common stock, respectively, for services                                                               |   |              | -         |   |   |   | 5 |   |
| Cancellation of subscription receivable                                                                                                       |   |              | -         |   |   |   | 50,000 |   |
| Issuance of Series D Preferred stock to settle accrued liabilities                                                                            |   |              | -         |   |   |   | 12,500 |   |
| Beneficial conversion feature recorded with convertible debentures                                                                            |   |              | 473,334   |   |   |   | - |   |
| Beneficial conversion feature recorded with related-party convertible debentures                                                              |   |              | 368,333   |   |   |   | - |   |
| Note receivable issued for outstanding accounts receivable net of accounts payable due                                                        |   |              | 168,116   |   |   |   | - |   |
| Settlement of note payable upon sale of property and equipment                                                                                |   |              | 56,794    |   |   |   | - |   |
| Acquisition of property and equipment as payment against note receivable                                                                      |   |              | 3,623     |   |   |   | - |   |
| Acquisition of monitoring equipment for an accrued liability                                                                                  |   |              | 68,500    |   |   |   | - |   |

----

----

----

|                                  |   | Three Months EndedJune 30, |      |   | Nine Months EndedJune 30, |   |
|---------------------------------------|--------|----------------------------|-----------|--------|---------------------------|--------|
|                                  |   | 2012                       |      |   | 2011                      |   |   | 2012 |   |   | 2011 |   |
| United States of America              |   | $                          | 3,606,721 |   |                      | $      | 4,110,977 |   |   | $ | 10,810,299 |   |   | $ | 10,823,154 |   |
| Latin American Countries              |   |                       | 283,045   |   |                      |   | - |   |   |   | 2,167,938 |   |   |   | 537,679 |   |
| Caribbean Countries and Commonwealths |   |                       | 891,335   |   |                      |   | 316,167 |   |   |   | 2,241,591 |   |   |   | 629,588 |   |
| Other Foreign Countries               |   |                       | 12,738    |   |                      |   | 3,362 |   |   |   | 32,669 |   |   |   | 6,080 |   |
| Total                                 |   | $                          | 4,793,839 |   |                      | $      | 4,430,506 |   |   | $ | 15,252,497 |   |   | $ | 11,996,501 |   |

|                                  |   | Net Property and Equipment |    |   | Net Monitoring Equipment |   |
|---------------------------------------|--------|----------------------------|---------|--------|--------------------------|--------|
|                                  |   | June 30, 2012              |    |   | September 30, 2011       |   |   | June 30, 2012 |   |   | September 30, 2011 |   |
| United States of America              |   | $                          | 766,128 |   |                     | $      | 1,082,453 |   |   | $ | 3,517,418 |   |   | $ | 3,352,614 |   |
| Latin American Countries              |   |                       | -       |   |                     |   | - |   |   |   | 70,612 |   |   |   | 32,919 |   |
| Caribbean Countries and Commonwealths |   |                       | 2,544   |   |                     |   | 4,180 |   |   |   | 273,139 |   |   |   | 71,687 |   |
| Other Foreign Countries               |   |                       | -       |   |                     |   | - |   |   |   | 18,029 |   |   |   | 4,765 |   |
| Total                                 |   | $                          | 768,672 |   |                     | $      | 1,086,633 |   |   | $ | 3,879,198 |   |   | $ | 3,461,985 |   |

----

|                                                                          |   | June 30,2012 |        |   | June 30,2011 |   |
|-------------------------------------------------------------------------------|--------|--------------|-------------|--------|--------------|--------|
| Conversion of debt and accrued interest                                       |   |         | 83,333,333  |   |         |   | 4,953,072 |   |
| Conversion of Series D Preferred stock                                        |   |         | 292,698,000 |   |         |   | 194,382,000 |   |
| Exercise of outstanding common stock options and warrants                     |   |         | 73,192,286  |   |         |   | 24,282,102 |   |
| Exercise and conversion of outstanding Series D Preferred stock warrants |   |         | 32,400,000  |   |         |   | 24,000,000 |   |
| Total common stock equivalents                                                |   |         | 481,623,619 |   |         |   | 247,617,174 |   |

|                                      |   | June 30, |     |   | September 30, |   |
|-------------------------------------------|--------|----------|----------|--------|---------------|--------|
|                                      |   | 2012     |     |   | 2011          |   |
| Raw materials                             |   | $        | 869,034  |   |          | $      | 706,795 |   |
| Reserve for damaged or obsolete inventory |   |     | (127,016 | )      |          |   | (127,016 | ) |
| Total inventory, net of reserves          |   | $        | 742,018  |   |          | $      | 579,779 |   |

|                                                                           |   | June 30, |       |   | September 30, |   |
|--------------------------------------------------------------------------------|--------|----------|------------|--------|---------------|--------|
|                                                                           |   | 2012     |       |   | 2011          |   |
| Equipment, software and tooling                                                |   | $        | 2,460,800  |   |          | $      | 2,390,329 |   |
| Automobiles                                                                    |   |     | 372,339    |   |          |   | 398,890 |   |
| Building                                                                       |   |     | -          |   |          |   | 377,555 |   |
| Leasehold improvements                                                         |   |     | 134,941    |   |          |   | 132,820 |   |
| Furniture and fixtures                                                         |   |     | 325,796    |   |          |   | 317,630 |   |
|    Total property and equipment before accumulated depreciation |   |     | 3,293,876  |   |          |   | 3,617,224 |   |
| Accumulated depreciation                                                       |   |     | (2,525,204 | )      |          |   | (2,530,591 | ) |
|                                                                           |   |     |       |   |          |   |   |   |
| Property and equipment, net of accumulated depreciation                        |   | $        | 768,672    |   |          | $      | 1,086,633 |   |

----

|                                                             |   | June 30, |       |   | September 30, |   |
|------------------------------------------------------------------|--------|----------|------------|--------|---------------|--------|
|                                                             |   | 2012     |       |   | 2011          |   |
| Monitoring equipment                                             |   | $        | 8,222,263  |   |          | $      | 7,070,373 |   |
| Less: accumulated amortization                                   |   |     | (4,343,065 | )      |          |   | (3,608,388 | ) |
| Monitoring equipment,  net of accumulated depreciation |   | $        | 3,879,198  |   |          | $      | 3,461,985 |   |

|                                                            |   | Midwest Monitoring & Surveillance |      |   | Court Programs, Inc. |   |      | International Surveillance Services Corp. |   |   | Bishop Rock Software |   |   | Patent |     |   | Total  |   |
|-----------------------------------------------------------------|--------|---------------------------------------|-----------|--------|----------------------|--------|-----------|-------------------------------------------|--------|--------|----------------------|--------|--------|--------|----------|--------|--------|--------|
|                                                            |   |                                  |      |   |                 |   |      |                                      |   |   |                 |   |   |   |     |   |   |   |
| Goodwill                                                        |   | $                                     | 3,401,327 |   |                 | $      | 2,488,068 |                                      |   | $      | -                    |   |   | $      | -        |   |   | $      | - |   |   | $ | 5,889,395 |   |
| Other intangible assets                                         |   |                                  |      |   |                 |   |      |                                      |   |   |                 |   |   |   |     |   |   |   |   |   |   |   |   |   |
| Trade name                                                      |   |                                  | 120,000   |   |                 |   | 99,000    |                                      |   |   | -                    |   |   |   | 10,000   |   |   |   | - |   |   |   | 229,000 |   |
| Software                                                        |   |                                  | -         |   |                 |   | -         |                                      |   |   | -                    |   |   |   | 380,001  |   |   |   | - |   |   |   | 380,001 |   |
| Customer relationships                                          |   |                                  | -         |   |                 |   | 6,000     |                                      |   |   | -                    |   |   |   | -        |   |   |   | - |   |   |   | 6,000 |   |
| Patent license agreement                                        |   |                                  | -         |   |                 |   | -         |                                      |   |   | -                    |   |   |   | -        |   |   |   | 50,000 |   |   |   | 50,000 |   |
| Non-compete agreements                                          |   |                                  | 2,000     |   |                 |   | 6,000     |                                      |   |   | -                    |   |   |   | -        |   |   |   | - |   |   |   | 8,000 |   |
| Royalty agreement                                               |   |                                  | -         |   |                 |   | -         |                                      |   |   | 5,003,583            |   |   |   | -        |   |   |   | - |   |   |   | 5,003,583 |   |
| Total other intangible assets                                   |   |                                  | 122,000   |   |                 |   | 111,000   |                                      |   |   | 5,003,583            |   |   |   | 390,001  |   |   |   | 50,000 |   |   |   | 5,676,584 |   |
| Accumulated amortization                                        |   |                                  | (38,667   | )      |                 |   | (41,750   | )                                         |   |   | (250,178             | )      |   |   | (390,001 | )      |   |   | (13,425 | ) |   |   | (734,021 | ) |
| Other intangible assets, net of accumulated amortization        |   |                                  | 83,333    |   |                 |   | 69,250    |                                      |   |   | 4,753,405            |   |   |   | -        |   |   |   | 36,575 |   |   |   | 4,942,563 |   |
| Total goodwill and other intangible assets, net of amortization |   | $                                     | 3,484,660 |   |                 | $      | 2,557,318 |                                      |   | $      | 4,753,405            |   |   | $      | -        |   |   | $      | 36,575 |   |   | $ | 10,831,958 |   |

----

----

|                                                               |   | June 30, |      |   | September 30, |   |
|--------------------------------------------------------------------|--------|----------|-----------|--------|---------------|--------|
|                                                               |   | 2012     |      |   | 2011          |   |
| Payroll, taxes and employee benefits                               |   | $        | 590,956   |   |          | $      | 749,509 |   |
| Outside services and consulting                                    |   |     | 388,575   |   |          |   | 398,952 |   |
| Value-added and business flat taxes                                |   |     | 248,249   |   |          |   | - |   |
| Board of Directors fees                                            |   |     | 205,000   |   |          |   | 153,101 |   |
| Acquisition costs payable in cash                                  |   |     | 159,835   |   |          |   | 272,500 |   |
| Acquisition costs payable in cash to a related-party (see Note 16) |   |     | 159,834   |   |          |   | 272,500 |   |
| Legal costs                                                        |   |     | 100,412   |   |          |   | 215,895 |   |
| Leased equipment                                                   |   |     | 68,500    |   |          |   | - |   |
| Settlement costs                                                   |   |     | 56,000    |   |          |   | 276,712 |   |
| Warranty and manufacturing costs                                   |   |     | 30,622    |   |          |   | 66,622 |   |
| Interest and fees                                                  |   |     | 3,040     |   |          |   | 26,329 |   |
| Inventory costs                                                    |   |     | -         |   |          |   | 26,900 |   |
| Other expenses                                                     |   |     | 182,735   |   |          |   | 254,210 |   |
|      Total accrued expenses               |   | $        | 2,193,758 |   |          | $      | 2,713,230 |   |

|                                                                                                                                                                                                                                                                                 |   | June 30, |       |   | September 30, |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|------------|--------|---------------|--------|
|                                                                                                                                                                                                                                                                                 |   | 2012     |       |   | 2011          |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |
| Settlement liability from patent infringement suit and countersuit settled in February 2010. The liability will be paid monthly through January 2013 and no interest is incurred under the agreement.                                                                           |   | $        | 375,000    |   |          | $      | 500,000 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Unsecured convertible debentures imputing interest at 15%. Debentures mature in July 2012 and were extended to August 2012 subsequent to June 30, 2012. Balance on note reflects debt discount of $102,298 and $0, respectively (See Note 15).                                       |   |     | 397,702    |   |          |   | - |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Notes issued in connection with the acquisition of a subsidiary. Quarterly cash payments mature on January 2014. These notes bear no interest. Balance on notes reflects debt discount of $24,589 and $55,388, respectively. The effective interest rate is 15% per annum. |   |     | 250,411    |   |          |   | 369,612 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Capital leases with effective interest rates that range between 9.58% and 17.44%. Leases mature between November 2012 and March 2016.                                                                                                                                           |   |     | 314,507    |   |          |   | 335,366 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Note payable due to the Small Business Administration ("SBA"). Note bears interest at 6.04% and matures April 2037. The note is secured by monitoring equipment.                                                                                                           |   |     | 212,132    |   |          |   | 215,288 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Automobile loans with several financial institutions secured by the vehicles. Interest rates range between 5.9% and 9.0%, due through February 2016.                                                                                                                            |   |     | 148,664    |   |          |   | 181,146 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Unsecured revolving line of credit with a bank, with an interest rate of 9.25%. As of June 30, 2012, $10,792 was available for withdrawal under the line of credit.                                                                                                             |   |     | 39,208     |   |          |   | 39,432 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Secured note bearing an interest rate of 18%. The note was paid in full during the nine months ended June 30, 2012                                                                                                                                                              |   |     | -          |   |          |   | 225,000 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Notes payable to a financial institution bearing interest at 6.37%. Notes mature through August 2016. The notes are secured by property. The property was sold and note paid off during the nine months ended June 30, 2012                                           |   |     | -          |   |          |   | 70,156 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Notes payable for testing equipment with an interest rate of 8%. The notes were secured by testing equipment and matured through January 2012. The remainder of the notes was paid in full during the nine months ended June 30, 2012                                      |   |     | -          |   |          |   | 3,237 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Notes payable for monitoring equipment. Interest rates range between 7.8% to 18.5% and matured through November 2011. The notes were secured by monitoring equipment. The remainder of the notes was paid in full during the nine months ended June 30, 2012          |   |     | -          |   |          |   | 753 |   |
|                                                                                                                                                                                                                                                                                 |   |     |       |   |          |   |   |   |
| Total debt obligations                                                                                                                                                                                                                                                               |   |     | 1,737,624  |   |          |   | 1,939,990 |   |
| Less current portion                                                                                                                                                                                                                                                                 |   |     | (1,189,014 | )      |          |   | (1,041,392 | ) |
| Long-term debt, net of current portion                                                                                                                                                                                                                                               |   | $        | 548,610    |   |          | $      | 898,598 |   |

----

| Fiscal Years     |   | Amount |      |
|------------------|--------|--------|-----------|
|  2013       |   | $      | 3,691,033 |   |
|  2014       |   |   | 253,313   |   |
|  2015       |   |   | 109,780   |   |
|  2016       |   |   | 36,438    |   |
|  2017       |   |   | 5,819     |   |
|  Thereafter |   |   | 184,995   |   |
|  Total      |   | $      | 4,281,378 |   |

----

----

----

----

|                              |   |                      |   |   |   |   |
|-----------------------------------|--------|---------------------------|--------|--------|--------|--------|
|                              |   | Nine Months EndedJune 30, |   |
|                              |   | 2012                      |   |   | 2011   |   |
| Expected cash dividend yield      |   |                      | -      |   |   |   | - |   |
| Expected stock price volatility   |   |                      | 95     | %      |   |   | - |   |
| Risk-free interest rate           |   |                      | 0.36   | %      |   |   | - |   |
| Expected life of options/warrants |   | 2 years                   |   |   |   | -      |   |

|                                 |   | Shares Under Option/ Warrant |        |   | Weighted Average Exercise Price |   | Weighted Average Remaining Contractual Life |   | Aggregate Intrinsic Value |   |
|--------------------------------------|--------|------------------------------|-------------|--------|--------------------------------------|--------|--------------------------------------------------|--------|-------------------------------------|--------|
| Outstanding as of September 30, 2011 |   |                         | 99,178,202  |   |                                 | $      | 0.13                                             |   |                                |   |   |   |
| Granted                              |   |                         | 10,900,000  |   |                                 | $      | 0.09                                             |   |                                |   |   |   |
| Expired / Cancelled                  |   |                         | (36,885,916 | )      |                                 | $      | 0.10                                             |   |                                |   |   |   |
|                                 |   |                         |        |   |                                 |   |                                             |   |                                |   |   |   |
| Outstanding as of June 30, 2012      |   |                         | 73,192,286  |   |                                 | $      | 0.14                                             |   | 2.33 years                          |   | $ | - |   |
| Exercisable as of June 30, 2012      |   |                         | 65,895,292  |   |                                 | $      | 0.14                                             |   | 2.30 years                          |   | $ | - |   |

----

----

|                                                                            |   | Total Equity |       |
|---------------------------------------------------------------------------------|--------|--------------|------------|
| Balance at September 30, 2011                                                   |   | $            | 13,615,308 |   |
| Issuance of common stock for:                                                   |   |         |       |   |
| Related-party accounts payable                                                  |   |         | 769,575    |   |
| Accrued liabilities                                                             |   |         | 76,060     |   |
| Modification of executive warrants                                              |   |         | 2,130,694  |   |
| Debt                                                                            |   |         | 118,280    |   |
| Dividends from Series D Preferred stock                                         |   |         | 1,767,890  |   |
| Vesting of stock options and warrants                                           |   |         | 1,432,768  |   |
| Series D Preferred dividends                                                    |   |         | (1,849,771 | ) |
| Issuance of warrants to members of the board of directors for services rendered |   |         | 105,042    |   |
| Issuance of warrants in connection with a lawsuit settlement                    |   |         | 253,046    |   |
| Issuance of Series D Preferred stock for net cash                               |   |         | 1,612,000  |   |
| Issuance of warrants in connection for services rendered                        |   |         | 33,358     |   |
| Repricing of options and warrants in connection with debt                       |   |         | 39,964     |   |
| Beneficial conversion feature related to convertible debenture (see Note 15)    |   |         | 841,667    |   |
| Net loss                                                                        |   |         | (7,729,774 | ) |
| Balance at June 30, 2012                                                        |   | $            | 13,216,107 |   |

----

| Fiscal Years     |   | Amount |      |
|------------------|--------|--------|-----------|
|  2012       |   | $      | 147,500   |   |
|  2013       |   |   | 300,000   |   |
|  2014       |   |   | 300,000   |   |
|  2015       |   |   | 300,000   |   |
|  Thereafter |   |   | -         |   |
|  Total      |   | $      | 1,047,500 |   |

| 1) | 894,113 shares of common stock were issued as payment of accrued royalties, valued at $29,781;                                                                                                                                                                                    |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2) | 410,178 shares of common stock were issued as payment for consulting services;                                                                                                                                                                                                    |
| 3) | 17,053,704 shares of common stock were issued for third quarter Series D Preferred stock dividends, valued at $623,678;                                                                                                                                                           |
| 4) | 31,140,625 shares of common stock were issued to a related-party entity for cash proceeds of $1,033,000, whereby the Company paid $653,750 pursuant to an amended and restated advisory agreement; and                                                                            |
| 5) | The Company signed an amendment to the convertible debenture agreements with each debenture holder which extends the maturity date to August 31, 2012 and adds interest to be earned at the rate of eight percent per annum accumulated from the date the Company received funds. |

----

----

----

----

----

----

----

----

| Exhibit Number                                                                            | Title of Document                                                                                                                                                                                                                                                                                       |
|-------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3(i)(1)                                                                                   | Articles of Incorporation (incorporated by reference to our Registration Statement and Amendments thereto on Form 10-SB, effective December 1, 1997).                                                                                                                                                   |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(2)                                                                                   | Amendment to Articles of Incorporation for Change of Name (previously filed as Exhibit on Form 10-KSB for the fiscal year ended September 30, 2001).                                                                                                                                                    |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(3)                                                                                   | Amendment to Articles of Incorporation Amending Rights and Preferences of Series A Preferred Stock (previously filed as Exhibit on Form 10-KSB for the fiscal year ended September 30, 2001).                                                                                                           |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(4)                                                                                   | Amendment to Articles of Incorporation Adopting Designation of Rights and Preferences of Series B Preferred Stock (previously filed as Exhibit on Form 10- QSB for the six months ended March 31, 2002).                                                                                                |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(5)                                                                                   | Certificate of Amendment to the Designation of Rights and Preferences Related to Series A 10% Cumulative Convertible Preferred Stock of SecureAlert, Inc. (incorporated by reference to our annual report on Form 10-KSB for the fiscal year ended September 30, 2001).                                 |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(6)                                                                                   | Certificate of Amendment to the Designation of Rights and Preferences Related to Series C 8% Convertible Preferred Stock of SecureAlert, Inc. (incorporated by reference to our Current Report on Form 8-K, filed with the Commission on March 24, 2006).                                               |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(7)                                                                                   | Articles of Amendment to Articles of Incorporation filed July 12, 2006 (previously filed as exhibits to our current report on Form 8-K filed July 18, 2006, and incorporated herein by reference).                                                                                                      |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(8)                                                                                   | Articles of Amendment to the Fourth Amended and Restated Designation of Right and Preferences of Series A 10% Convertible Non-Voting Preferred Stock of SecureAlert, Inc. (previously filed as Exhibit on Form 10-QSB for the nine months ended June 30, 2007, filed in August 2007).                   |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(9)                                                                                   | Articles of Amendment to the Designation of Right and Preferences of Series A Convertible Redeemable Non-Voting Preferred Stock of SecureAlert, Inc. (previously filed as Exhibit on Form 10-QSB for the nine months ended June 30, 2007, filed in August 2007).                                        |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(10)                                                                                  | Articles of Amendment to the Articles of Incorporation and Certificate of Amendment to the Designation of  Rights and Preferences Related to Series D 8% Convertible Preferred Stock of SecureAlert, Inc. (previously filed as Exhibit on Form 10-K filed in January 2010).                        |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(11)                                                                                  | Articles of Amendment to the Articles of Incorporation filed March 28, 2011 (previously filed as Exhibit on Form 8-K filed April 4, 2011).                                                                                                                                                              |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(12)                                                                                  | Articles of Amendment to the Articles of Incorporation of SecureAlert, Inc., filed August 1, 2011 (previously filed as Exhibit on Form 10-Q filed August 15, 2011).                                                                                                                                     |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(i)(13)                                                                                  | Articles of Amendment to the Articles of Incorporation of SecureAlert, Inc., filed December 28, 2011 (previously filed as Exhibit to Definitive Proxy Statement, filed October 25, 2011)                                                                                                                |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(ii)                                                                                     | Bylaws (incorporated by reference to our Registration Statement on Form 10-SB, effective December 1, 1997).                                                                                                                                                                                             |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 3(iii)                                                                                    | Amended and Restated Bylaws (previously filed in February 2011 as an Exhibit to the Form 10-Q for the three months ended December 31, 2010).                                                                                                                                                            |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 4.01                                                                            | 2006 Equity Incentive Award Plan (previously filed in August 2006 as an Exhibit to the Form 10- QSB for the nine months ended June 30, 2006).                                                                                                                                                           |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 4.02                                                                                      | 2012 Equity Incentive Award Plan (previously filed as Exhibit to Definitive Proxy Statement, filed October 25, 2011).                                                                                                                                                                                   |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.01                                                                           | Distribution and Separation Agreement (incorporated by reference to our Registration Statement and Amendments thereto on Form 10-SB, effective December 1, 1997).                                                                                                                                       |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.02                                                                           | 1997 Stock Incentive Plan of the Company, (incorporated by reference to our Registration Statement and Amendments thereto on Form 10-SB, effective December 1, 1997).                                                                                                                                   |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.03               | 1997 Transition Plan (incorporated by reference to our Registration Statement and Amendments thereto on Form 10-SB, effective December 1, 1997).                                                                                                                                                        |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.04                                                            | Stock Purchase Agreement between the Company and Midwest Monitoring & Surveillance, Inc., dated effective December 1, 2007 (previously filed as Exhibit on Form 10-KSB for the fiscal year ended September 30, 2007, filed in January 2008).                                                        |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.05                                                                           | Stock Purchase Agreement between the Company and Court Programs, Inc., Court Programs of Florida Inc., and Court Programs of Northern Florida, Inc., dated effective December 1, 2007 (previously filed as Exhibit on Form 10-KSB for the fiscal year ended September 30, 2007, filed in January 2008). |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.06                                        | Sub-Sublease Agreement between the Company and Cadence Design Systems, Inc., a Delaware corporation, dated March 10, 2005 (previously filed as Exhibit on Form 10-KSB/A for the fiscal year ended September 30, 2007, filed in June 2008).                                                              |
|                                                                                      |                                                                                                                                                                                                                                                                                                    |
| 10.07                                        | Patent Assignment Agreement between Futuristic Medical Devices, LLC, dated September 14, 2007 (previously filed as Exhibit on Form 10-KSB/A for the fiscal year ended September 30, 2007, filed in June 2008).                                                                                          |

----

|                                                        |                                                                                                                                                                                                                                                                          |
|-------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.08          | Patent Assignment Agreement between Futuristic Medical Devices, LLC, dated September 14, 2007 (previously filed as Exhibit on Form 10-KSB/A for the fiscal year ended September 30, 2007, filed in June 2008).                                                                |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.09          | Patent Assignment Agreement between Futuristic Medical Devices, LLC, dated September 14, 2007 (previously filed as Exhibit on Form 10-KSB/A for the fiscal year ended September 30, 2007, filed in June 2008).                                                                |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.10               | Patent Assignment Agreement between Futuristic Medical Devices, LLC, dated December 20, 2007 (previously filed as Exhibit on Form 10-KSB/A for the fiscal year ended September 30, 2007, filed in June 2008).                                                                 |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.11          | Stock Purchase Agreement (sale of Volu-Sol Reagents Corporation shares to Futuristic Medical, LLC), dated January 15, 2008, including voting agreement (previously filed as Exhibit on Form 10-KSB/A for the fiscal year ended September 30, 2007, filed in June 2008).       |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.12               | Distribution and License Agreement between euromicron AG, a German corporation, and the Company, dated May 28, 2009 (previously filed as Exhibit on Form 10-Q for the nine months ended June 30, 2009, filed in August 2009).                                                 |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.13               | Agreement for Monitoring & Associated Services among I.C.S. of the Bahamas Co., Ltd., SecureAlert, Inc., International Surveillance Services Corp and The Ministry of National Security, dated November 19, 2010  (previously filed with Form 8-K in November 2010). |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.14               | Agreement and Royalty Agreement between Borinquen Container Corporation and SecureAlert, effective July 1, 2011 (previously filed with Form 8-K in August 2011).                                                                                                              |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.15               | Addendum to the Royalty Agreement between Borinquen Container Corporation and SecureAlert, effective July 1, 2011  (previously filed as Exhibit on Form 10-Q for the six months ended March 31, 2012, filed on May 15, 2012).                                  |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.16                                                       | Convertible Debenture due July 31, 2012 (filed herewith).                                                                                                                                                                                                                     |
|                                                        |                                                                                                                                                                                                                                                                          |
| 10.17                                                       | Amendment No. 1 to Convertible Debenture, effective July 31, 2012 (filed herewith).                                                                                                                                                                                           |
|                                                        |                                                                                                                                                                                                                                                                          |
| 31(i)                                                       | Certification of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act of 2002.                                                                                                                                                                                     |
|                                                        |                                                                                                                                                                                                                                                                          |
| 31(ii)                                                      | Certification of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002.                                                                                                                                                                                     |
|                                                        |                                                                                                                                                                                                                                                                          |
| 32             | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).                                                                                                                                                                                  |
|                                                        |                                                                                                                                                                                                                                                                          |
| 101 INS                                                     | XBRL Instance Document*                                                                                                                                                                                                                                                       |
|                                                        |                                                                                                                                                                                                                                                                          |
| 101 SCH                                                     | XBRL Schema Document*                                                                                                                                                                                                                                                         |
|                                                        |                                                                                                                                                                                                                                                                          |
| 101 CAL                                                     | XBRL Calculation Linkbase Document*                                                                                                                                                                                                                                           |
|                                                        |                                                                                                                                                                                                                                                                          |
| 101 DEF                                                     | XBRL Definition Linkbase Document*                                                                                                                                                                                                                                            |
|                                                        |                                                                                                                                                                                                                                                                          |
| 101 LAB                                                     | XBRL Labels Linkbase Document*                                                                                                                                                                                                                                                |
|                                                        |                                                                                                                                                                                                                                                                          |
| 101 PRE                                                     | XBRL Presentation Linkbase Document*                                                                                                                                                                                                                                          |

----

|                  | SecureAlert, Inc.                       |
|-----------------------|-----------------------------------------|
|                  |                                    |
|                  |                                    |
| Date: August 14, 2012 | By:  /s/ John L. Hastings III |
|                  | John L. Hastings III,                   |
|                  | Chief Executive Officer                 |
|                  |  (Principal Executive Officer)     |
|                  |                                    |
|                  |                                    |
|                  |                                    |
| Date: August 14, 2012 | By: /s/ Chad D. Olsen                   |
|                  | Chad D. Olsen,                          |
|                  | Chief Financial Officer                 |
|                  |  (Principal Accounting Officer)    |

----