UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 13, 2004

Commission File Number 0-16305

INTERNATIONAL ELECTRONICS, INC.

(Exact name of small business issuer as specified in its charter)

MASSACHUSETTS	04-2654231
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

427 Turnpike Street, Canton, Massachusetts 02021

(Address of principal executive offices, including zip code)

(781) 821-5566

(Issuer’s telephone number, including area code)

Item 5 – Other Events and Regulation FD Disclosure

The registrant is reporting that one of its directors, Steven Tannenbaum, resigned effective August 11, 2004. The registrant has filed a notice of non-compliance with NASDAQ under marketplace rule 4350(m) with respect to a non-compliance to maintain three independent audit committee members as a result of a vacancy resulting from the resignation, but intends to cure the non-compliance within the time permitted by marketplace rule 4350(d).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 13, 2004	INTERNATIONAL ELECTRONICS, INC.
	By:	/s/    John Waldstein
		John Waldstein
		President, Chief Executive Officer,
		Chief Financial Officer and Treasurer