----

----

| 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 [X]    |

----

|        |                                                                                                  | Page   |
|-------------|-------------------------------------------------------------------------------------------------------|--------|
|        |                                                                                                  |   |
|        | PART      I. FINANCIAL INFORMATION                                                                    |   |
|        |                                                                                                  |   |
| Item      1 | Financial      Statements                                                                             |   |
|        | Condensed      Consolidated Balance Sheets (Unaudited)                                                | 3      |
|        | Condensed      Consolidated Statements of Operations (Unaudited)                                      | 5      |
|        | Condensed      Consolidated Statements of Cash Flows (Unaudited)                                      | 6      |
|        | Notes      to Condensed Consolidated Financial Statements (Unaudited)                                 | 8      |
| Item      2 | Management’s      Discussion and Analysis of Financial Condition and Results of      Operations | 24     |
| Item      3 | Quantitative      and Qualitative Disclosures About Market Risk                                       | 28     |
| Item      4 | Controls      and Procedures                                                                          | 29     |
|        |  PART      II.     OTHER INFORMATION                               |   |
| Item      1 | Legal      Proceedings                                                                                | 30     |
| Item      2 | Unregistered      Sales of Equity Securities and Use of Proceeds .                               | 30     |
| Item      5 | Other      Information                                                                                | 31     |
| Item      6 | Exhibits                                                                                              | 31     |
|        |                                                                                                  |   |
| Signatures  | 35                                                                                                    |

----

|                                                                                                                    |   |                     |       |   |                   |   |
|-------------------------------------------------------------------------------------------------------------------------|--------|--------------------------|------------|--------|------------------------|--------|
|                                                                                                                    |   | March      31, 2010 |       |   | September      30,2009 |   |
| Assets                                                                                                                  |   |                     |       |   |                   |   |
| Current      assets:                                                                                                    |   |                     |       |   |                   |   |
| Cash                                                                                                                    |   | $                        | 3,677,641  |   |                   | $      | 602,321 |   |
| Accounts      receivable, net of allowance for doubtful accounts of  $240,000      and $266,000, respectively |   |                     | 1,361,898  |   |                   |   | 1,441,648 |   |
|     Inventory,      net of reserve of $36,672 and $83,092, respectively                             |   |                     | 471,860    |   |                   |   | 603,329 |   |
| Prepaid      expenses and other                                                                                         |   |                     | 270,202    |   |                   |   | 275,390 |   |
| Total      current assets                                                                                               |   |                     | 5,781,601  |   |                   |   | 2,922,688 |   |
| Property      and equipment, net of accumulated depreciation of $2,121,419 and      $2,525,180, respectively            |   |                     | 1,127,248  |   |                   |   | 1,313,306 |   |
| Monitoring      equipment, net of accumulated depreciation of $3,031,653 and $2,944,197,      respectively              |   |                     | 1,721,591  |   |                   |   | 1,316,493 |   |
| Goodwill                                                                                                                |   |                     | 4,016,456  |   |                   |   | 2,468,081 |   |
| Intangible      assets, net of amortization of $198,888 and $126,655,      respectively                                 |   |                     | 424,113    |   |                   |   | 496,346 |   |
| Other      assets                                                                                                       |   |                     | 139,754    |   |                   |   | 76,675 |   |
| Total      assets                                                                                                       |   | $                        | 13,210,763 |   |                   | $      | 8,593,589 |   |

----

|                                                                                                                                                                                                                                          |   | March      31, 2010 |         |   | September      30,2009 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------|--------------|--------|------------------------|--------|
| Liabilities      and Stockholders’ Equity (Deficit)                                                                                                                                                                                     |   |                     |         |   |                   |   |
| Current      liabilities:                                                                                                                                                                                                                     |   |                     |         |   |                   |   |
| Bank      line of credit                                                                                                                                                                                                                      |   | $                        | 998,596      |   |                   | $      | 252,600 |   |
| Accounts      payable                                                                                                                                                                                                                         |   |                     | 2,412,135    |   |                   |   | 2,339,786 |   |
| Accrued      liabilities                                                                                                                                                                                                                      |   |                     | 1,242,106    |   |                   |   | 3,506,680 |   |
| Dividends      payable                                                                                                                                                                                                                        |   |                     | 359,479      |   |                   |   | - |   |
| Deferred      revenue                                                                                                                                                                                                                         |   |                     | 45,084       |   |                   |   | 56,858 |   |
| Settlement      liability                                                                                                                                                                                                                     |   |                     | 1,062,500    |   |                   |   | - |   |
| SecureAlert      Monitoring  Series A Preferred stock redemption      obligation                                                                                                                                                    |   |                     | 808,218      |   |                   |   |  3,148,943 |   |
| Related-party      line of credit and notes                                                                                                                                                                                                   |   |                     | 700,000      |   |                   |   | 1,576,022 |   |
| Promissory      notes payable, net of debt discount of $0 and $41,556,      respectively                                                                                                                                                      |   |                     | -            |   |                   |   | 2,008,444 |   |
| Senior      secured note payable, net of debt discount of $0 and $529,109,      respectively                                                                                                                                                  |   |                     | 150,000      |   |                   |   | 2,890,522 |   |
| Current      portion of Series A 15% debentures, net of debt discount of $0 and      $1,272,189, respectively                                                                                                                                 |   |                     | -            |   |                   |   | 2,127,811 |   |
| Derivative      liability                                                                                                                                                                                                                     |   |                     | -            |   |                   |   | 1,219,426 |   |
| Current      portion of long-term debt                                                                                                                                                                                                        |   |                     | 891,181      |   |                   |   | 272,493 |   |
|               Total      current liabilities                                                                                                                            |   |                     | 8,669,299    |   |                   |   | 19,399,585 |   |
| Series      A 15% debentures, net of debt discount of $0 and $549,531, respectively,      net of current portion                                                                                                                              |   |                     | -            |   |                   |   | 557,219 |   |
| Long-term      debt, net of current portion, net of debt discount of $0 and $525,665,      respectively                                                                                                                                       |   |                     | 697,997      |   |                   |   | 1,009,606 |   |
|               Total      liabilities                                                                                                                                    |   |                     | 9,367,296    |   |                   |   | 20,966,410 |   |
|                                                                                                                                                                                                                                          |   |                     |         |   |                   |   |   |   |
| Stockholders’      equity (deficit):                                                                                                                                                                                                    |   |                     |         |   |                   |   |   |   |
| SecureAlert,      Inc. stockholders’ equity (deficit):                                                                                                                                                                                  |   |                     |         |   |                   |   |   |   |
|    Preferred      stock:                                                                                                                                                                                                       |   |                     |         |   |                   |   |   |   |
|       Series      D 8% dividend, convertible, voting, $0.0001 par value: 50,000 shares      designated; 35,825 and zero shares outstanding, respectively (aggregate      liquidation preference of $26,121,753) |   |                     |   3     |   |                   |   |   - |   |
|    Common      stock,  $0.0001 par value: 250,000,000 shares authorized;      212,015,988 and 210,365,988 shares outstanding,    respectively                                                                        |   |                     | 21,202       |   |                   |   | 21,037 |   |
|    Additional      paid-in capital                                                                                                                                                                                             |   |                     | 219,228,031  |   |                   |   | 194,659,044 |   |
|    Deferred      compensation                                                                                                                                                                                                  |   |                     | (1,213,117   | )      |                   |   | (1,287,406 | ) |
|    Accumulated      deficit                                                                                                                                                                                                    |   |                     | (214,034,050 | )      |                   |   | (205,765,496 | ) |
|       Total      SecureAlert, Inc. stockholders’ equity (deficit)                                                                                                                                         |   |                     | 4,002,069    |   |                   |   | (12,372,821 | ) |
|          Non-controlling      interest                                                                                                                                                           |   |                     | (158,602     | )      |                   |   | - |   |
|       Total      equity (deficit)                                                                                                                                                                               |   |                     | 3,843,467    |   |                   |   | (12,372,821 | ) |
|                   Total      liabilities and stockholders’ equity (deficit)                                                                   |   | $                        | 13,210,763   |   |                   | $      | 8,593,589 |   |

----

|                                                                                                                                                                                          |   | Three      months endedMarch      31, |        |   | Six      months endedMarch      31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|-------------|--------|-------------------------------------|--------|
|                                                                                                                                                                                          |   | 2010                                  |        |   | 2009                                |   |   | 2010 |   |   | 2009 |   |
| Revenues:                                                                                                                                                                                     |   |                                  |        |   |                                |   |   |   |   |   |   |   |
| Products                                                                                                                                                                                      |   | $                                     | 88,626      |   |                                | $      | 10,460 |   |   |   | 138,996 |   |   | $ | 418,144 |   |
| Monitoring      services                                                                                                                                                                      |   |                                  | 2,917,662   |   |                                |   | 3,037,254 |   |   |   | 6,063,915 |   |   |   | 5,851,868 |   |
| Total      revenues                                                                                                                                                                           |   |                                  | 3,006,288   |   |                                |   | 3,047,714 |   |   |   | 6,202,911 |   |   |   | 6,270,012 |   |
| Cost      of revenues:                                                                                                                                                                        |   |                                  |        |   |                                |   |   |   |   |   |   |   |   |   |   |   |
| Products                                                                                                                                                                                      |   |                                  | 7,431       |   |                                |   | 5,758 |   |   |   | 22,052 |   |   |   | 217,419 |   |
| Monitoring      services                                                                                                                                                                      |   |                                  | 1,686,958   |   |                                |   | 2,753,500 |   |   |   | 3,638,075 |   |   |   | 5,657,295 |   |
| Total      cost of revenues                                                                                                                                                                   |   |                                  | 1,694,389   |   |                                |   | 2,759,258 |   |   |   | 3,660,127 |   |   |   | 5,874,714 |   |
| Gross      profit                                                                                                                                                                             |   |                                  | 1,311,899   |   |                                |   | 288,456 |   |   |   | 2,542,784 |   |   |   | 395,298 |   |
| Operating      expenses:                                                                                                                                                                 |   |                                  |        |   |                                |   |   |   |   |   |   |   |   |   |   |   |
| Selling,      general and administrative (including $251,320, $1,208,592,      $948,178 and $2,073,996, respectively, of compensation expense paid in      stock or stock options / warrants) |   |                                  | 2,755,207   |   |                                |   | 3,810,452 |   |   |   | 6,227,982 |   |   |   | 7,899,726 |   |
| Settlement      expense                                                                                                                                                                       |   |                                  | -           |   |                                |   | - |   |   |   | 1,150,000 |   |   |   | - |   |
| Research      and development                                                                                                                                                                 |   |                                  | 383,564     |   |                                |   | 353,498 |   |   |   | 671,281 |   |   |   | 845,901 |   |
| Impairment      of goodwill (note 5)                                                                                                                                                          |   |                                  | 204,735     |   |                                |   | - |   |   |   | 204,735 |   |   |   | - |   |
| Loss      from operations                                                                                                                                                                     |   |                                  | (2,031,607  | )      |                                |   | (3,875,494 | ) |   |   | (5,711,214 | ) |   |   | (8,350,329 | ) |
| Other      income (expense):                                                                                                                                                                  |   |                                  |        |   |                                |   |   |   |   |   |   |   |   |   |   |   |
| Currency      exchange rate loss                                                                                                                                                              |   |                                  | (2,147      | )      |                                |   | - |   |   |   | (8,084 | ) |   |   | - |   |
| Loss      on disposal of equipment                                                                                                                                                            |   |                                  | (8,713      | )      |                                |   | - |   |   |   | (8,713 | ) |   |   | - |   |
| Redemption      of SecureAlert Monitoring Series A Preferred                                                                                                                                  |   |                                  | (61,375     | )      |                                |   | (22,327 | ) |   |   | (25,694 | ) |   |   | (3,611 | ) |
| Interest      income                                                                                                                                                                          |   |                                  | 6,534       |   |                                |   | 1,761 |   |   |   | 13,141 |   |   |   | 3,443 |   |
| Interest      expense (including      $1,926,583, $608,195, $2,918,050, $829,599, respectively, of interest      expense paid in stock)                                                       |   |                                  | (2,147,508  | )      |                                |   | (1,055,157 | ) |   |   | (3,610,650 | ) |   |   | (1,534,903 | ) |
| Acquisition      option extension cost                                                                                                                                                        |   |                                  | -           |   |                                |   | (199,500 | ) |   |   | - |   |   |   | (199,500 | ) |
| Derivative      valuation gain                                                                                                                                                                |   |                                  | 728,561     |   |                                |   | - |   |   |   | 200,534 |   |   |   | - |   |
| Other      income (expense), net                                                                                                                                                              |   |                                  | 10,822      |   |                                |   | 1,079,726 |   |   |   | 120,044 |   |   |   | 1,079,751 |   |
| Net      loss                                                                                                                                                                                 |   |                                  | (3,505,433  | )      |                                |   | (4,070,991 | ) |   |   | (9,030,636 | ) |   |   | (9,005,149 | ) |
|    Net      loss attributable to non-controlling       interest                                                                             |   |                                  | 109,096     |   |                                |   | - |   |   |   | 109,096 |   |   |   | - |   |
| Net      loss attributable to SecureAlert, Inc.                                                                                                                                               |   |                                  | (3,396,337  | )      |                                |   | (4,070,991 | ) |   |   | (8,921,540 | ) |   |   | (9,005,149 | ) |
| Dividends      on Series A and D Preferred stock                                                                                                                                              |   |                                  | (359,479    | )      |                                |   | (62 | ) |   |   | (359,479 | ) |   |   | (175 | ) |
| Net      loss attributable to SecureAlert, Inc. common stockholders                                                                                                                           |   | $                                     | (3,755,816  | )      |                                | $      | (4,071,053 | ) |   | $ | (9,281,019 | ) |   | $ | (9,005,324 | ) |
| Net      loss per common share, basic and diluted                                                                                                                                             |   | $                                     | (0.02       | )      |                                | $      | (0.02 | ) |   | $ | (0.04 | ) |   | $ | (0.06 | ) |
| Weighted      average common shares outstanding, basic and diluted                                                                                                                            |   |                                  | 211,919,000 |   |                                |   | 171,282,000 |   |   |   | 211,611,000 |   |   |   | 163,724,000 |   |

----

|                                                                                                                                                                                                             |   | Six      Months EndedMarch      31, |       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|------------|
|                                                                                                                                                                                                             |   | 2010                                |       |   | 2009 |   |
| Cash      flows from operating activities:                                                                                                                                                                       |   |                                |       |   |   |   |
|     Net      loss                                                                                                                                                                            |   | $                                   | (9,030,636 | ) |   | $ | (9,005,149 | ) |
|     Adjustments      to reconcile net loss to net cash used in operating      activities:                                                                                                    |   |                                |       |   |   |   |   |   |
|              Depreciation      and amortization                                                                                                 |   |                                | 673,285    |   |   |   | 1,028,572 |   |
|              Common      stock issued for services                                                                                              |   |                                | 27,500     |   |   |   | 654,624 |   |
|              Amortization      of deferred financing and consulting costs                                                                       |   |                                | 421,686    |   |   |   | 1,032,089 |   |
|              Non-cash      compensation related to re-pricing of stock options                                                                  |   |                                | 498,992    |   |   |   | 345,838 |   |
|              Common      stock issued for acquisition option extension cost                                                                     |   |                                | -          |   |   |   | 19,500 |   |
|              Amortization      of debt discount                                                                                                 |   |                                | 2,918,050  |   |   |   | 426,837 |   |
|              Settlement      expense                                                                                                            |   |                                | 1,150,000  |   |   |   | - |   |
|              Common      stock issued to settle lawsuit                                                                                         |   |                                | -          |   |   |   | 292,207 |   |
|              Redemption      of SecureAlert Monitoring  Series A Preferred    stock                                                   |   |                                | 25,694     |   |   |   | 3,612 |   |
|              Increase      in related-party line of credit for services                                                                         |   |                                | 48,978     |   |   |   | 143,958 |   |
|              Impairment      of goodwill                                                                                                        |   |                                | 204,735    |   |   |   | - |   |
|              Derivative      liability valuation loss                                                                                           |   |                                | (200,534   | ) |   |   | - |   |
|              Changes      in operating assets and liabilities:                                                                                  |   |                                |       |   |   |   |   |   |
|                     Accounts      receivable, net                                                            |   |                                | 79,750     |   |   |   | 77,181 |   |
|                     Deposit      released from escrow                                                        |   |                                | -          |   |   |   | 500,000 |   |
|                     Inventories                                                                              |   |                                | 131,469    |   |   |   | (157,542 | ) |
|                     Prepaid      expenses and other assets                                                   |   |                                | (28,402    | ) |   |   | (273,313 | ) |
|                     Receivables                                                                              |   |                                | 6,511      |   |   |   | (981,261 | ) |
|                     Accounts      payable                                                                    |   |                                | 72,349     |   |   |   | 734,093 |   |
|                     Accrued      liabilities                                                                 |   |                                | (30,021    | ) |   |   | 134,273 |   |
|                     Deferred      revenue                                                                    |   |                                | (11,774    | ) |   |   | 31,214 |   |
|                            Net      cash used in operating activities     |   |                                | (3,042,368 | ) |   |   | (4,993,267 | ) |
|                                                                                                                                                                                                             |   |                                |       |   |   |   |   |   |
| Cash      flows from investing activities:                                                                                                                                                                       |   |                                |       |   |   |   |   |   |
|       Purchase      of property and equipment                                                                                                                                      |   |                                | (36,824    | ) |   |   | (178,963 | ) |
|       Purchase      of monitoring equipment                                                                                                                                        |   |                                | (808,197   | ) |   |   | (783,773 | ) |
|       Disposal      of property and equipment                                                                                                                                      |   |                                | 11,698     |   |   |   | - |   |
|       Disposal      of monitoring equipment                                                                                                                                        |   |                                | 45,398     |   |   |   | 2,268 |   |
|                            Net      cash used in investing activities     |   |                                | (787,925   | ) |   |   | (960,468 | ) |
|                                                                                                                                                                                                             |   |                                |       |   |   |   |   |   |
| Cash      flows from financing activities:                                                                                                                                                                       |   |                                |       |   |   |   |   |   |
|       Principal      payments on related-party line of credit                                                                                                                      |   |                                | (125,000   | ) |   |   | (531,850 | ) |
|       Proceeds      from related-party note payable                                                                                                                                |   |                                | 500,000    |   |   |   | 1,500,000 |   |
|       Payment      on related-party notes payable                                                                                                                                  |   |                                | -          |   |   |   | (584,702 | ) |
|       Principal      payments on notes payable                                                                                                                                     |   |                                | (286,832   | ) |   |   | (189,312 | ) |
|       Proceeds      from notes payable                                                                                                                                             |   |                                | 449        |   |   |   | 55,744 |   |
|       Net      borrowings (reductions) on bank line of credit                                                                                                                      |   |                                | 745,996    |   |   |   | 87,346 |   |
|       Principal      payments on notes payable related to acquisitions                                                                                                             |   |                                | (100,000   | ) |   |   | - |   |
|       Proceeds      from Series A 15% debenture                                                                                                                                    |   |                                | -          |   |   |   | 3,471,750 |   |
|       Payments      on Series A 15% debenture                                                                                                                                      |   |                                | (25,000    | ) |   |   | - |   |
|       Proceeds      from issuance of common stock                                                                                                                                  |   |                                | -          |   |   |   | 100,000 |   |
|       Net      proceeds from issuance of Series D Convertible Preferred    stock                                                                                                   |   |                                | 6,196,000  |   |   |   | - |   |
|                            Net      cash provided by financing activities |   |                                | 6,905,613  |   |   |   | 3,908,976 |   |
| Net      increase (decrease) in cash                                                                                                                                                                             |   |                                | 3,075,320  |   |   |   | (2,044,759 | ) |
| Cash,      beginning of period                                                                                                                                                                                   |   |                                | 602,321    |   |   |   | 2,782,953 |   |
| Cash,      end of period                                                                                                                                                                                         |   | $                                   | 3,677,641  |   |   | $ | 738,194 |   |

----

|                                                                                                                                                                                                                                       |   |    | Six      Months EndedMarch 31,                     |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|---------------------------------------------------------|--------|
|                                                                                                                                                                                                                                       |   |    | 2010                                                    |   |   |   | 2009   |   |
|                                                                                                                                                                                                                                       |   |    |                                                    |   |   |   |   |   |
| Cash      paid for interest                                                                                                                                                                                                                |   | $  |         916,913 |   |   | $ | 488,793 |   |
|                                                                                                                                                                                                                                       |   |    |                                                    |   |   |   |   |   |
| Supplemental      schedule of non-cash investing and financing activities:                                                                                                                                                                 |   |    |                                                    |   |   |   |   |   |
|      Issuance      of shares of common stock in exchange for shares of Series B      Preferred      stock                                                                                                         |   | $       | -                                                       |   |   | $ | 2 |   |
|      Issuance      of shares of common stock and warrants in exchange for deferred consulting      services and financing costs                                                                                   |   |    | -                                                       |   |   |   | 373,620 |   |
|      Accrual      of Series A Preferred stock dividends                                                                                                                                                           |   |    | -                                                       |   |   |   | 175 |   |
|      Issuance      of shares of common stock for subscription receivable                                                                                                                                          |   |    | -                                                       |   |   |   | 1,000,000 |   |
|      Issuance      of shares of common stock in connection with debt                                                                                                                                              |   |    | -                                                       |   |   |   | 3,520,334 |   |
|           Cancellation of common stock issued                                                                                                                                                                          |   |    | -                                                       |   |   |   | 175 |   |
|      Acquisition      of monitoring equipment through issuance of debt                                                                                                                                            |   |    | -                                                       |   |   |   | 2,700,000 |   |
|      Stock      and options issued in connection with acquisition of Bishop Rock Software,      Inc.                                                                                                              |   |    | -                                                       |   |   |   | 856,522 |   |
|      Issuance      of common stock to settle notes payable and accrued    interest                                                                                                                                |   |    | -                                                       |   |   |   | 187,793 |   |
| Line      of credit paid through the issuance of Senior convertible      notes                                                                                                                                                             |   |    | -                                                       |   |   |   | 2,649,631 |   |
|      Issuance      of 1,400,000, and 0 shares of common stock for payment of SecureAlert      Monitoring, Inc. Series A Preferred stock dividends                                                                 |   |    | 158,469                                                 |   |   |   | - |   |
|      Note      payable issued to acquire monitoring equipment and property and      equipment                                                                                                                     |   |    | 68,166                                                  |   |   |   | - |   |
|      Issuance      of 3,150,000 and 0 stock options, respectively, for deferred      consulting                                                                                                                   |   |    | 347,397                                                 |   |   |   | - |   |
|      Issuance      of shares of Series D Convertible Preferred stock for conversion of      debt,      accrued liabilities and interest                                                                           |   |    | 16,681,753                                              |   |   |   | - |   |
|      Issuance      of dividends payable on Series D Convertible Preferred    stock                                                                                                                                |   |    | 359,479                                                 |   |   |   | - |   |
|      Note      payable issued to acquire remaining shares of Court Programs, Inc., Court      Programs of Florida, Inc., Court Programs of Northern Florida, Inc., and      Court Programs of Illinois, Inc.      |   |    | 1,049,631                                               |   |   |   | - |   |
|      Liabilities      forgiven as part of acquisition of Court Programs, Inc., Court Programs of      Florida, Inc., Court Programs of Northern Florida, Inc., and Court      Programs of Illinois, Inc.          |   |    | 330,262                                                 |   |   |   | - |   |
|      Non-controlling      interest assumed through acquisition of Court Programs, Inc., Court      Programs of Florida, Inc., Court Programs of Northern Florida, Inc., and      Court Programs of Illinois, Inc. |   |    | 335,086                                                 |   |   |   | - |   |
|      Conversion      effect on derivative liability                                                                                                                                                               |   |    | 1,018,892                                               |   |   |   | - |   |

----

| (1) | BASIS      OF PRESENTATION |
|-----|----------------------------|

| (2) | GOING      CONCERN |
|-----|--------------------|

----

----

----

----

|                                                   | SharesUnderOption | WeightedAverageExercisePrice | WeightedAverageRemainingContractualLife | AggregateIntrinsicValue |
|--------------------------------------------------------|-------------------|------------------------------|-----------------------------------------|-------------------------|
| Outstanding      as of September 30, 2009              | 4,709,214         |                         | $                                       | 0.76                    |   |   |   |   |   |   |
|      Granted                  | -                 |                         | $                                       | -                       |   |   |   |   |   |   |
|      Exercised                | -                 |                         | $                                       | -                       |   |   |   |   |   |   |
|      Forfeited                | -                 |                         | $                                       | -                       |   |   |   |   |   |   |
|      Expired      / Cancelled | (1,570,000)       |                         | $                                       | 0.60                    |   |   |   |   |   |   |
| Outstanding      as of March 31, 2010                  | 3,139,214         |                         | $                                       | 0.27                    |   | 2.74      years |   | $ | 25,959 |   |
| Exercisable      as of March 31, 2010                  | 2,991,547         |                         | $                                       | 0.24                    |   | 2.80      years |   | $ | 25,959 |   |

|                                           |   | March      31,2010 |    |   | September      30,2009 |   |
|------------------------------------------------|--------|--------------------|---------|--------|------------------------|--------|
| Raw      materials                             |   | $                  | 508,532 |   |                   | $      | 686,421 |   |
| Reserve      for damaged or obsolete inventory |   |               | (36,672 | )      |                   |   | (83,092 | ) |
| Total      inventory, net of reserves          |   | $                  | 471,860 |   |                   | $      | 603,329 |   |

|                                                         |   | March      31,2010 |       |   | September      30,2009 |   |
|--------------------------------------------------------------|--------|--------------------|------------|--------|------------------------|--------|
| Equipment,      software and tooling                         |   | $                  | 2,160,369  |   |                   | $      | 2,742,537 |   |
| Automobiles                                                  |   |               | 297,368    |   |                   |   | 305,658 |   |
| Building      and land                                       |   |               | 377,555    |   |                   |   | 377,555 |   |
| Leasehold      improvements                                  |   |               | 128,551    |   |                   |   | 127,912 |   |
| Furniture      and fixtures                                  |   |               | 284,824    |   |                   |   | 284,824 |   |
|                                                         |   |               | 3,248,667  |   |                   |   | 3,838,486 |   |
| Accumulated      depreciation                                |   |               | (2,121,419 | )      |                   |   | (2,525,180 | ) |
|                                                         |   |               |       |   |                   |   |   |   |
| Property      and equipment, net of accumulated depreciation |   | $                  | 1,127,248  |   |                   | $      | 1,313,306 |   |

----

|                                |   | March      31,2010 |       |   | September      30,2009 |   |
|-------------------------------------|--------|--------------------|------------|--------|------------------------|--------|
| Monitoring      equipment           |   | $                  | 4,753,244  |   |                   | $      | 4,260,690 |   |
| Less:      accumulated depreciation |   |               | (3,031,653 | )      |                   |   | (2,944,197 | ) |
| Total                               |   | $                  | 1,721,591  |   |                   | $      | 1,316,493 |   |

|                                                                 |   | Midwest      Monitoring & Surveillance |      |   | Court      Programs, Inc. |   |      | Bishop      Rock Software |   |   | Total    |   |
|----------------------------------------------------------------------|--------|--------------------------------------------|-----------|--------|---------------------------|--------|-----------|---------------------------|--------|--------|----------|--------|
| Goodwill                                                             |   | $                                          | 1,259,995 |   |                      | $      | 2,756,461 |                      |   | $      | -        |   |   | $ | 4,016,456 |   |
| Other      intangible assets                                         |   |                                       |      |   |                      |   |      |                      |   |   |     |   |   |   |   |   |
|      Trade      name                        |   |                                       | 120,000   |   |                      |   | 99,000    |                      |   |   | 10,000   |   |   |   | 229,000 |   |
|      Software                               |   |                                       | -         |   |                      |   | -         |                      |   |   | 380,001  |   |   |   | 380,001 |   |
|      Customer      relationships            |   |                                       | -         |   |                      |   | 6,000     |                      |   |   | -        |   |   |   | 6,000 |   |
|      Non-compete      agreements            |   |                                       | 2,000     |   |                      |   | 6,000     |                      |   |   | -        |   |   |   | 8,000 |   |
| Total      other intangible assets                                   |   |                                       | 122,000   |   |                      |   | 111,000   |                      |   |   | 390,001  |   |   |   | 623,001 |   |
|      Accumulated      amortization          |   |                                       | (20,667   | )      |                      |   | (24,200   | )                         |   |   | (154,021 | )      |   |   | (198,888 | ) |
| Other      intangible assets, net of accumulated amortization        |   |                                       | 101,333   |   |                      |   | 86,800    |                      |   |   | 235,980  |   |   |   | 424,113 |   |
| Total      goodwill and other intangible assets, net of amortization |   | $                                          | 1,361,328 |   |                      | $      | 2,843,261 |                      |   | $      | 235,980  |   |   | $ | 4,440,569 |   |

----

----

|                                                                                                                                                                                                                  |   | Three      months endedMarch      31, |        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|-------------|
|                                                                                                                                                                                                                  |   | 2010                                  |        |   | 2009 |   |
| Revenues:                                                                                                                                                                                                             |   |                                  |        |   |   |   |
| Products                                                                                                                                                                                                              |   | $                                     | 88,626      |   |   | $ | 10,460 |   |
| Monitoring      services                                                                                                                                                                                              |   |                                  | 2,917,662   |   |   |   | 3,037,254 |   |
| Total      revenues                                                                                                                                                                                                   |   |                                  | 3,006,288   |   |   |   | 3,047,714 |   |
| Cost      of revenues:                                                                                                                                                                                                |   |                                  |        |   |   |   |   |   |
| Products                                                                                                                                                                                                              |   |                                  | 7,431       |   |   |   | 5,758 |   |
| Monitoring      services                                                                                                                                                                                              |   |                                  | 1,686,958   |   |   |   | 2,753,500 |   |
| Total      cost of revenues                                                                                                                                                                                           |   |                                  | 1,694,389   |   |   |   | 2,759,258 |   |
| Gross      profit                                                                                                                                                                                                     |   |                                  | 1,311,899   |   |   |   | 288,456 |   |
| Operating      expenses:                                                                                                                                                                                         |   |                                  |        |   |   |   |   |   |
| Selling, general and      administrative (including    $251,320      and $1,208,592, respectively, of compensation    expense      paid in stock or stock options / warrants) |   |                                  | 2,755,207   |   |   |   | 3,822,285 |   |
| Research      and development                                                                                                                                                                                         |   |                                  | 383,564     |   |   |   | 353,498 |   |
| Impairment      of goodwill                                                                                                                                                                                           |   |                                  | 204,735     |   |   |   | - |   |
| Loss      from operations                                                                                                                                                                                             |   |                                  | (2,031,607  | ) |   |   | (3,887,327 | ) |
| Other      income (expense):                                                                                                                                                                                          |   |                                  |        |   |   |   |   |   |
| Currency      exchange rate loss                                                                                                                                                                                      |   |                                  | (2,147)     |   |   |   | - |   |
| Loss      on disposal of equipment                                                                                                                                                                                    |   |                                  | (8,713)     |   |   |   | - |   |
| Redemption      of SecureAlert Monitoring     Series      A Preferred                                                                                                                        |   |                                  | (61,375)    |   |   |   | (22,327) |   |
| Interest      income                                                                                                                                                                                                  |   |                                  | 6,534       |   |   |   | 1,761 |   |
| Interest expense      (including $1,926,583     and      $608,195, respectively, of interest     expense      paid in stock)                                        |   |                                  | (2,147,508) |   |   |   | (1,055,157) |   |
| Acquisition      option extension cost                                                                                                                                                                                |   |                                  | -           |   |   |   | (199,500) |   |
| Derivative      valuation gain                                                                                                                                                                                        |   |                                  | 728,561     |   |   |   | - |   |
| Other      income (expense), net                                                                                                                                                                                      |   |                                  | 10,822      |   |   |   | 1,079,726 |   |
| Net      loss                                                                                                                                                                                                         |   |                                  | (3,505,433) |   |   |   | (4,082,824) |   |
|       Net      loss attributable to non-controlling         interest                                                                       |   |                                  | 34,848      |   |   |   | 58,089 |   |
| Net      loss attributable to SecureAlert, Inc.                                                                                                                                                                       |   |                                  | (3,470,585) |   |   |   | (4,024,735) |   |
| Dividends      on Series A and D Preferred stock                                                                                                                                                                      |   |                                  | (359,479)   |   |   |   | (62) |   |
| Net      loss attributable to SecureAlert, Inc. common stockholders                                                                                                                                                   |   | $                                     | (3,830,064) |   |   | $ | (4,024,797) |   |
| Net      loss per common share, basic and diluted                                                                                                                                                                     |   | $                                     | (0.02)      |   |   | $ | (0.02) |   |
| Weighted      average common shares outstanding, basic and diluted                                                                                                                                                    |   |                                  | 211,919,000 |   |   |   | 171,282,000 |   |

----

|                                                                                                                                                                                                      |   | Six      months endedMarch      31, |        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|-------------|
|                                                                                                                                                                                                      |   | 2010                                |        |   | 2009 |   |
| Revenues:                                                                                                                                                                                                 |   |                                |        |   |   |   |
| Products                                                                                                                                                                                                  |   | $                                   | 138,996     |   |   | $ | 418,144 |   |
| Monitoring      services                                                                                                                                                                                  |   |                                | 6,063,915   |   |   |   | 5,851,868 |   |
| Total      revenues                                                                                                                                                                                       |   |                                | 6,202,911   |   |   |   | 6,270,012 |   |
| Cost      of revenues:                                                                                                                                                                                    |   |                                |        |   |   |   |   |   |
| Products                                                                                                                                                                                                  |   |                                | 22,052      |   |   |   | 217,419 |   |
| Monitoring      services                                                                                                                                                                                  |   |                                | 3,638,075   |   |   |   | 5,657,295 |   |
| Total      cost of revenues                                                                                                                                                                               |   |                                | 3,660,127   |   |   |   | 5,874,714 |   |
| Gross      profit                                                                                                                                                                                         |   |                                | 2,542,784   |   |   |   | 395,298 |   |
| Operating      expenses:                                                                                                                                                                             |   |                                |        |   |   |   |   |   |
| Selling, general and      administrative (including   $948,178      and $2,073,996, respectively, of compensation   expense      paid in stock or stock options / warrants) |   |                                | 6,227,982   |   |   |   | 7,927,394 |   |
| Settlement      expense                                                                                                                                                                                   |   |                                | 1,150,000   |   |   |   | - |   |
| Research      and development                                                                                                                                                                             |   |                                | 671,281     |   |   |   | 845,901 |   |
| Impairment      of goodwill                                                                                                                                                                               |   |                                | 204,735     |   |   |   | - |   |
| Loss      from operations                                                                                                                                                                                 |   |                                | (5,711,214  | ) |   |   | (8,377,997) |   |
| Other      income (expense):                                                                                                                                                                              |   |                                |        |   |   |   |   |   |
| Currency      exchange rate loss                                                                                                                                                                          |   |                                | (8,084)     |   |   |   | - |   |
| Loss      on disposal of equipment                                                                                                                                                                        |   |                                | (8,713)     |   |   |   | - |   |
| Redemption      of SecureAlert MonitoringSeries      A Preferred                                                                                                                                          |   |                                | (25,694)    |   |   |   | (3,611) |   |
| Interest      income                                                                                                                                                                                      |   |                                | 13,141      |   |   |   | 3,443 |   |
| Interest expense      (including $2,918,050 and $829,599,     respectively,      of interest expense paid in stock)                                                              |   |                                | (3,610,650) |   |   |   | (1,534,903) |   |
| Acquisition      option extension cost                                                                                                                                                                    |   |                                | -           |   |   |   | (199,500) |   |
| Derivative      valuation gain                                                                                                                                                                            |   |                                | 200,534     |   |   |   | - |   |
| Other      income (expense), net                                                                                                                                                                          |   |                                | 120,044     |   |   |   | 1,079,751 |   |
| Net      loss                                                                                                                                                                                             |   |                                | (9,030,636) |   |   |   | (9,032,817) |   |
|       Net      loss attributable to non-controlling         interest                                                           |   |                                | 33,579      |   |   |   | 65,355 |   |
| Net      loss attributable to SecureAlert, Inc.                                                                                                                                                           |   | $                                   | (8,997,057) |   |   | $ | (8,967,462) |   |
| Dividends      on Series A and D Preferred stock                                                                                                                                                          |   |                                | (359,479)   |   |   |   | (175) |   |
| Net      loss attributable to SecureAlert, Inc. common stockholders                                                                                                                                       |   | $                                   | (9,356,536) |   |   | $ | (8,967,637) |   |
| Net      loss per common share, basic and diluted                                                                                                                                                         |   | $                                   | (0.04)      |   |   | $ | (0.05) |   |
| Weighted      average common shares   outstanding,      basic and diluted                                                                                                                  |   |                                | 211,611,000 |   |   |   | 163,724,000 |   |

----

|                                                      |   | March      31, 2010 |      |   | September      30, 2009 |   |
|-----------------------------------------------------------|--------|--------------------------|-----------|--------|------------------------------|--------|
| Accrued      payroll, taxes and employee benefits         |   | $                        | 638,534   |   |                         | $      | 561,898 |   |
| Accrued      warranty and manufacturing costs             |   |                     | 174,622   |   |                         |   | 246,622 |   |
| Accrued      interest                                     |   |                     | 161,019   |   |                         |   | 382,424 |   |
| Accrued      commissions and other costs                  |   |                     | 155,660   |   |                         |   | 45,788 |   |
| Accrued      indigent fees                                |   |                     | 41,965    |   |                         |   | 34,130 |   |
| Accrued      legal and settlement costs                   |   |                     | 37,306    |   |                         |   | 80,208 |   |
| Accrued      board of directors fees                      |   |                     | 25,000    |   |                         |   | 300,000 |   |
| Accrued      consulting                                   |   |                     | 8,000     |   |                         |   | 436,054 |   |
| Accrued      foreclosure liability                        |   |                     | -         |   |                         |   | 775,000 |   |
| Accrued      officer compensation                         |   |                     | -         |   |                         |   | 492,280 |   |
| Accrued      research and development costs               |   |                     | -         |   |                         |   | 45,000 |   |
| Accrued      acquisition extension costs                  |   |                     | -         |   |                         |   | 42,000 |   |
| Accrued      outside services                             |   |                     | -         |   |                         |   | 38,132 |   |
| Accrued      cellular costs                               |   |                     | -         |   |                         |   | 27,144 |   |
|      Total      accrued expenses |   | $                        | 1,242,106 |   |                         | $      | 3,506,680 |   |

| (15) | CONVERTIBLE      PROMISSORY NOTE |
|------|----------------------------------|

| (16) | SENIOR      SECURED CONVERTIBLE NOTES |
|------|---------------------------------------|

----

| (17) | SERIES      A 15% DEBENTURES |
|------|------------------------------|

----

|                                                                                                                                                                                                                                                                                                                        |   | March      31,2010 |            |   | September      30,2009 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-----------------|--------|------------------------|--------|
| SecureAlert      Monitoring, Inc.                                                                                                                                                                                                                                                                                           |   |               |            |   |                   |   |
| Note      payable for testing equipment with an interest rate of 8%.  The      note is secured by testing equipment. The note matures on June 9,      2011.                                                                                                                                                       |   | $                  | 8,877           |   |                   | $      | 12,228 |   |
|                                                                                                                                                                                                                                                                                                                        |   |               |            |   |                   |   |   |   |
| Note      payable for testing equipment with an interest rate of 8%.  The      note is secured by testing equipment. The note matures on December 31,      2011.                                                                                                                                                  |   |               | 16,285          |   |                   |   | - |   |
|                                                                                                                                                                                                                                                                                                                        |   |               |            |   |                   |   |   |   |
| Unsecured      note payable with an interest rate of 12%. The note matured on February 1,      2010.                                                                                                                                                                                                                        |   |               | -               |   |                   |   | 8,728 |   |
|                                                                                                                                                                                                                                                                                                                        |   |               |            |   |                   |   |   |   |
| Note      payable for computer equipment with an interest rate of      10%.  The note is secured by computer equipment.  The      note matures on December 18, 2012.                                                                                                                                    |   |               |   17,761   |   |                   |   |   - |   |
|  SecureAlert,      Inc.                                                                                                                                                                                                                                                                                                |   |               |            |   |                   |   |   |   |
| Unsecured      promissory note with an entity bearing an interest rate of      15%.  The note matures on December 31, 2010.  Interest      was paid quarterly and the principal due at maturity.  Note was      converted to Series D Preferred Stock on January 13, 2010 (see Note      21). |   |               |     - |   |                   |   |     474,335 |   |
|                                                                                                                                                                                                                                                                                                                        |   |               |            |   |                   |   |   |   |
| Secured      promissory note with an individual with an interest rate of      12%.  The note matures on July 13, 2010.                                                                                                                                                                                            |   |               | 849,631         |   |                   |   | - |   |

| Court Programs,      Inc.                                                                                                                                                                                   |   |   |           |   |   |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------|--------|--------|--------|
| Unsecured      revolving line of credit with a bank with an interest rate of      9.24%.                                                                                                                    |   |   | 13,800         |   |   |   | 16,500 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Note      payable due to the Small Business Administration (“SBA”). Note bears      interest at 4% and matures on April 6, 2037. The note is secured by      monitoring equipment.    |   |   |   222,444 |   |   |   | 225,000 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Automobile      loan with a financial institution secured by the vehicle      purchased. Interest rate is 7.09% and is due in June      2014.                                                          |   |   | 27,831         |   |   |   | 30,751 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Unsecured      note payable with an interest rate of 8%.                                                                                                                                                    |   |   | 382            |   |   |   | 1,492 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Capital      lease with an effective interest rate 14.89% that matures in January      2011.                                                                                                                |   |   | 9,647          |   |   |   | 14,898 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Capital      lease with an interest rate of 14.12% that matures on November 15,      2012.                                                                                                                  |   |   | 26,939         |   |   |   | - |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Midwest                                                                                                                                                                                                     |   |   |           |   |   |   |   |   |
| Unsecured      revolving line of credit with a bank, with an interest rate of      9.25%.                                                                                                                   |   |   | 39,523         |   |   |   | 39,224 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Notes      payable to a financial institution bearing interest at 6.37%. Notes      mature in July 2011 and July 2016. The notes are secured by      property.                                    |   |   | 151,203        |   |   |   | 185,274 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Notes      payable for monitoring equipment. Interest rates range between 7.8%      to 18.5% and mature September 2008 through November 2011. The notes      are secured by monitoring equipment. |   |   |   18,157  |   |   |   | 57,344 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Automobile      loans with several financial institutions secured by the      vehicles. Interest rates range between 6.9% and 8.5%, due between      January 2010 and October 2011.                    |   |   |   30,748  |   |   |   | 42,463 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Note      payable to a stockholder of Midwest. The note bears interest at 5%      maturing in February 2013.                                                                                           |   |   | 41,348         |   |   |   | 47,704 |   |
|                                                                                                                                                                                                        |   |   |           |   |   |   |   |   |
| Capital      leases with effective interest rates that range between 12.9% and      14.7%. Leases mature between June 2014 and September      2014.                                                    |   |   | 114,602        |   |   |   | 126,158 |   |
| Total      debt obligations                                                                                                                                                                                 |   | $      | 1,589,178      |   |   | $      | 1,282,099 |   |
| Less      current portion                                                                                                                                                                                   |   |   | (891,181       | )      |   |   | (272,493 | ) |
| Long-term      debt, net of current portion                                                                                                                                                                 |   | $      | 697,997        |   |   | $      | 1,009,606 |   |

----

----

----

----

|   | · | 1,400,000      shares of common stock, valued at $158,469, to former SMI Series A      Preferred stockholders as payment for past contingency payments in      connection with the redemption of the stockholder’s SMI Series A Preferred      stock. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | 250,000      shares of common stock, valued at $27,500 for services      rendered. |
|--------|--------|------------------------------------------------------------------------------------|

| (23) | SUBSEQUENT      EVENTS |
|------|------------------------|

|   | 1) | The      Company issued 3,760,858 shares of common stock to SMI Series A Preferred      holders for past contingency payments due to former SMI Series A      stockholders, valued at $451,303, or $0.12 per  share. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2) | Midwest      minority owners and the Company entered into an agreement to extend the      option period for the purchase of the remaining minority ownership      interest of Midwest. (See Note 12) |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3) | The      Company issued 2,925,820 shares of common stock to pay $359,479 of accrued      Series D Preferred stock dividends. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------|

|   | 4) | The      Company agreed to issue 229 shares of Series D Preferred stock to convert      future contingency payments for two individuals, valued at approximately      $229,000. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

|   | 1) | We      issued 3,760,858 shares of common stock for past contingency payments due      to former SMI Series A stockholders, valued at $451,303, or $0.12 per      share. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2) | We      entered into an agreement with the minority owners of Midwest to extend      the option period for the purchase of the remaining minority ownership      interest of Midwest. As consideration for the extension of the option      period for an additional 12 months, we paid a fee (to be credited against      the purchase price for the remaining shares of Midwest) by issuing 150,000      restricted shares of the Company’s common stock and waived the payment of      $10,000 owed to the Company by Midwest.  In addition, we agreed      to make cash payments to the sellers totaling $144,000 in equal      installments over a 12-month period.  In consideration of the      payments of cash and stock, we received shares of Midwest’s common stock      increasing our total ownership interest in Midwest from 51% to      53.145%. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3) | We      issued 2,925,820 shares of common stock to pay $359,479 of accrued Series      D Preferred stock dividends. |
|--------|----|---------------------------------------------------------------------------------------------------------------------|

|   | 4) | The      Company agreed to issue 229 shares of Series D Preferred stock to convert      future contingency payments for two individuals, valued at approximately      $229,000. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

----

----

|   | (i) | pertain      to the maintenance of records that, in reasonable detail, accurately and      fairly reflect the transactions and dispositions of our      assets; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | provide      reasonable assurance that transactions are recorded as necessary to permit      preparation of financial statements in accordance with U.S. generally      accepted accounting principles, and that our receipts and expenditures are      being made only in accordance with authorizations of our management and      directors; and |
|--------|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (iii) | provide      reasonable assurance regarding prevention or timely detection of      unauthorized acquisition, use or disposition of assets that could have a      material effect on the financialstatements. |
|--------|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Control      Environment – We did not maintain an effective control environment for      internal control over financial reporting. Specifically, we concluded that      we did not have appropriate controls in the following    areas: |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | o | Segregation      of Duties – As a result of limited resources and the addition of multiple      majority owned subsidiaries, we did not maintain proper segregation of      incompatible duties. The effect of the lack of segregation of duties      potentially affects multiple processes and  procedures. |
|--------|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | o | Implementation      of Effective Controls – We failed to complete the implementation of      effective internal controls over our majority-owned subsidiaries as of      March 31, 2010 due to limitedresources. |
|--------|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Financial      Reporting Process – We did not maintain an effective financial reporting      process to prepare financial statements in accordance with generally      accepted accounting principles. Specifically, we initially failed to      appropriately account for and disclose the effects of issuing instruments      with embedded derivative features. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Tracking of Leased Equipment – We failed to maintain effective      internal controls over the tracking of leased equipment as it relates to      the assignment and leasing of monitoringequipment. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Inventory      – We failed to maintain effective internal controls over the tracking of      inventory and adjusting its corresponding cost to reflect lower of cost or      market. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| 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 (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 (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 byreference).                                                       |

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| 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      (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 (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 (previously filed)                                                                       |
|      |                                                                                                                                                                                                                                                                                        |
| 3(i)(11)  | Articles      of Amendment to the Articles of Incorporation to Change Name from      RemoteMDx, Inc. to SecureAlert, Inc., dated February 1, 2010 (previously      filed as Exhibit on Form 10-QSB for the three months ended December 31,      2009, filed in February 2010).              |
|      |                                                                                                                                                                                                                                                                                        |
| 3(i)(12)  | Articles      of Amendment to the Articles of Incorporation to Change Name from      SecureAlert, Inc. to SecureAlert Monitoring, Inc., dated February 1, 2010      (previously filed as Exhibit on Form 10-QSB for the three months ended      December 31, 2009, filed in February 2010). |
|      |                                                                                                                                                                                                                                                                                        |
| 3.(i)(13) | Articles      of Correction to the Certificate of Designation of Series D Convertible      Preferred Stock, filed with the State of Utah on May 4, 2010, effective      December 3, 2009 (copy filed herewith).                                                                             |
|      |                                                                                                                                                                                                                                                                                        |
| 3.(i)(14) | Extension      Agreement between sellers of Midwest Monitoring and      Surveillance.                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                        |
| 3(ii)     | Bylaws      (incorporated by reference to our Registration Statement on Form 10-SB,      effective December 1, 1997).                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                        |
| 4.01      | 2006      Equity Incentive Award Plan (previously filed in August 2006 the Form      10-QSB for the nine months ended June 30, 2006).                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                        |
| 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     | Securities      Purchase Agreement for $1,200,000 of Series A Preferred Stock      (incorporated by reference to our Registration Statement and Amendments      thereto on Form 10-SB, effective December 1, 1997).                                                                         |
|      |                                                                                                                                                                                                                                                                                        |
| 10.05     | Loan      Agreement (as amended) dated June 2001 between ADP Management and the      Company (incorporated by reference to our annual report on Form 10-KSB for      the fiscal year ended September 30, 2001).                                                                             |
|      |                                                                                                                                                                                                                                                                                        |
| 10.06     | Loan      Agreement (as amended and extended) dated March 5, 2002 between ADP      Management and the Company, effective December 31, 2001 (filed as an      exhibit to our quarterly report on Form 10-QSB for the three months ended      December 31, 2001).                             |
|      |                                                                                                                                                                                                                                                                                        |
| 10.07     | Agreement      with ADP Management, Derrick and Dalton (April 2003) (previously filed as      Exhibit on Form 10-QSB for the six months ended March 31,      2003).                                                                                                                         |
|      |                                                                                                                                                                                                                                                                                        |
| 10.08     | Security      Agreement between Citizen National Bank and the Company (previously filed      on Form 8-K in July 2006).                                                                                                                                                                     |

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| 10.09  | Promissory      Note between Citizen National Bank and the Company (previously filed on      Form 8-K in July 2006).                                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.10  | Common      Stock Purchase Agreement dated as of August 4, 2006 (previously filed as      an exhibit to our current report on Form 8-K filed August 7, 2006 and      incorporated herein by reference).                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.11  | Change      in Terms Agreement between Citizen National Bank and the Company      (previously filed as Exhibit on Form 10-KSB for the fiscal year ended      September 30, 2006).                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.12  | Securities      Purchase Agreement between the Company and VATAS Holding GmbH, a German      limited liability company (previously filed on Form 8-K in November      2006).                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.13  | Common      Stock Purchase Warrant between the Company and VATAS Holding GmbH dated      November 9, 2006 (previously filed as Exhibit on Form 10-QSB for the three      months ended December 31, 2006, filed in February2007).                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.14  | Settlement      Agreement and Mutual Release between the Company and Michael Sibbett and      HGR Enterprises, LLC, dated as of February 1, 2007 (previously filed as      Exhibit on Form 10-QSB for the three months ended December 31, 2006, filed      in February 2007).                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.15  | Distributor      Sales, Service and License Agreement between the Company and Seguridad      Satelital Vehicular S.A. de C.V., dated as of February 5, 2007 (previously      filed as Exhibit on Form 10-QSB for the three months ended December 31,      2006, filed in February 2007).                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.16  | Distributor      Agreement between the Company and QuestGuard, dated as May 31,      2007.  Portions of this exhibit were redacted pursuant to a      request for confidential treatment filed with the Securities and Exchange      Commission (previously filed as Exhibit on Form 10-QSB for the nine months      ended June 30, 2007, filed in August 2007). |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.17  | 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).                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.18  | 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).                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.19  | 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).                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.20  | 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).                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.21  | 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).                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.22  | 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).                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.23  | 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).                                                                                                                                              |

----

| 10.24  | 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).                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.25  | Distribution      and License Agreement between euromicron AG, a German corporation, and the      Company, dated May 28, 2009 (previously filed as an Exhibit on Form 10-Q      for the nine months ended June 30, 2009, filed in August      2009).                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.26  | Settlement      Agreement between Satellite Tracking of People, L.L.C. and the Company,      dated January 29, 2010.  Portions of this exhibit were redacted      pursuant to a request for confidential treatment filed with the Securities      and Exchange Commission (previously filed as Exhibit on Form 10-QSB for      the three months ended December 31, 2009, filed in February      2010). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.27  | Agreement      between the Company and Sapinda Group, Ltd., dated November 25, 2009      (previously filed as Exhibit on Form 10-QSB for the three months ended      December 31, 2009, filed in February 2010).                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.28  | Amended      Stock Purchase Agreement between Court Programs and the Company, effective      March 31, 2010 (previously filed as Exhibit to Current Report on Form      8-K/A, filed by the Company on May 14, 2010.                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.29  | Second      Extension of Purchase Agreement among SecureAlert, Inc., Midwest      Monitoring & Surveillance, Inc., Gary Shelton, Gary Bengtson, Larry      Gardner and Sue Gardner, dated effective April 1, 2010 (previously filed      as Exhibit to Current Report on Form 8-K, filed by the Company on May 7,      2010).                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31(i)  | Certification      of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act of 2002      (filed herewith).                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31(ii) | Certification      of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002      (filed herewith).                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 32     | Certifications      under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section      1350) (filed herewith).                                                                                                                                                                                                                                                                                          |

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|                    | SecureAlert,      INC. |                                |
|-------------------------|------------------------|-------------------------------------|
|                    |                   |                                |   |
|                    |                   |                                |   |
|                    |                   |                                |   |
| Date:      May 17, 2010 | By:                    | /s/      David G. Derrick           |   |
|                    |                   | David      G. Derrick,              |   |
|                    |                   | Chief      Executive Officer        |   |
|                    |                   | (Principal      Executive Officer)  |   |
|                    |                   |                                |   |
|                    |                   |                                |   |
|                    |                   |                                |   |
| Date:      May 17, 2010 | By:                    | /s/      Chad D. Olsen              |   |
|                    |                   | Chad      D. Olsen,                 |   |
|                    |                   | Chief      Financial Officer        |   |
|                    |                   | (Principal      Accounting Officer) |   |

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