SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934

International Electronics, Inc.

(Name of Subject Company)

Rokonet Industries, U.S.A., Inc.

RISCO Ltd.

(Name of Filing Person — Offeror)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

459436507

(CUSIP Number of Class of Securities)

RISCO Ltd.

Moshe Alkelai

14 Hachoma Street

75655 Rishon-Letzion

Israel

Telephone: 972-3-963-7777

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

John R. Utzschneider

J.Q. Newton Davis

Bingham McCutchen LLP

150 Federal Street

Boston, Massachusetts 02110

Telephone: (617) 951-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$7,312,539.50	$225

* Estimated for purposes of calculating the filing fee only. Based on the offer to purchase all of the outstanding shares of common stock of International Electronics, Inc. at a purchase price of $3.50 cash per share and 1,746,931 shares issued and outstanding as of March 15, 2007, outstanding options with respect to 322,199 shares as of February 28, 2007, and outstanding warrants with respect to 20,167 shares as of August 31, 2006.

** The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $225.

Form or Registration No.: SC TO-T.

Filing Party: Rokonet Industries, U.S.A., Inc.

Date Filed: March 6, 2007.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

Items 1, 3, 4, 7 and Exhibit (a)(5)(C).

This Amendment No. 2 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on March 6, 2007 by RISCO Ltd., a limited company, organized under the laws of Israel (“RISCO”), and Rokonet Industries, U.S.A., Inc., a New York corporation and an indirect wholly-owned subsidiary of RISCO (the “Purchaser”), as supplemented and amended by Amendment No. 1 filed on March 21, 2007. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”), at $3.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2007, as amended on March 21, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Pursuant to General Instruction F to Schedule TO, the information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference with respect to Items 1, 3, 4, 7 and Exhibit (a)(5)(C) of this Schedule TO.

The Offer to Purchase is amended as follows:

On the Cover Page, the second paragraph is deleted and replaced in its entirety with the following:

“The offer is conditioned upon, among other things (i) there being validly tendered and not withdrawn before the expiration of the offer a number of shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc. (“IEI”), which, together with the Shares then owned by RISCO Ltd. (“RISCO”) and its subsidiaries including Rokonet Industries, U.S.A., Inc. (the “Purchaser”), represents at least 66-2/3% of the total number of Shares outstanding on a fully diluted basis and (ii) Purchaser being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the offer to purchase and any potential merger or other business combination thereafter or have been satisfied.”

On page ii, the first paragraph is deleted and replaced in its entirety with the following:

“Rokonet Industries, U.S.A., Inc. (the “Purchaser”) is offering to purchase all outstanding shares of common stock, par value $0.01 per share, of International Electronics, Inc. (“IEI”) for $3.50 net per share in cash, without interest and otherwise upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The following are some of the questions you, as an IEI stockholder, may have and answers to those questions. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase and the related Letter of Transmittal, and the information contained in this summary term sheet is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the related Letter of Transmittal. We urge you to carefully read this entire Offer to Purchase and the related Letter of Transmittal.”

On page iii, the first question and following paragraph are deleted and replaced in its entirety with the following:

“What are the most significant conditions to the offer?

The offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the offer a number of shares, which, together with the shares then owned by RISCO and its subsidiaries (including us), represents at least 66-2/3% of the total number of shares outstanding on a fully diluted basis and (ii) Purchaser being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the Offer to Purchase and any potential merger or other business combination thereafter or have been satisfied. See “The Offer—Section 14.”

On page 1, the third paragraph is deleted and replaced in its entirety with the following:

“We are not required to purchase any Shares unless (i) at least 66-2/3% of the outstanding Shares (assuming exercise of all derivative securities regardless of exercise or conversion price, the vesting schedule or other terms and conditions of those securities) are validly tendered and not withdrawn prior to the expiration of the Offer (the “Minimum Condition”) and (ii) Purchaser being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are not applicable to the Offer and any potential merger or other business combination thereafter or that such requirements have been satisfied (the “Control Share Condition” and the “Business Combination Condition,” respectively). The Offer is also subject to certain other terms and conditions. See Sections 1, 14 and 15.”

On page 14, Item 12, Source and Amount of Funds, the item is deleted and replaced in entirety with the following:

“The Purchaser estimates that the total amount of funds required to acquire all of the outstanding Shares pursuant to the Offer and a subsequent merger plus related transaction fees and expenses is approximately $8.5 million. As of March 5, 2007 RISCO had cash and cash equivalents and short-term investments significantly in excess of the approximately $8.5 million required to acquire the Shares. The Purchaser intends to obtain all funds required for the Offer through a capital contribution or a loan from RISCO, which RISCO plans to provide. The Offer is not subject to any financing condition. The Purchaser anticipates funding all of the acquisition price and related fees and expenses with available cash. The Purchaser dos not have any alternative financing arrangements or alternative financing plans.”

On page 17, the last paragraph of Item 14, Conditions of Offer, is deleted and replaced in its entirety with the following:

“The foregoing conditions are for the sole benefit of RISCO and the Purchaser and may be asserted by the Purchaser regardless of the circumstances (excluding any affirmative action or omission by the Purchaser) giving rise to any such condition or may be waived by the Purchaser in whole or in part at any time and from time to time (provided that all conditions to the Offer must be satisfied or waived prior to expiration of the Offer) in their reasonable discretion. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time, except that any such right may not be asserted after the Expiration Date. If a condition of the Offer is triggered, and the Purchaser nevertheless decides to proceed with the Offer, such decision shall constitute a waiver of such condition with respect to the events triggering such condition. Any determination made by us concerning the events described in this Section 14 shall be final and binding upon all parties, subject to the tendering stockholder’s right to bring any dispute with respect thereto before a court of competent jurisdiction.”

Exhibit (a)(5)(C) is amended as follows:

The eighth bullet point contained in Exhibit (a)(5)(C) is deleted and replace in its entirety with the following:

“In a negotiated transaction, we would expect that the conditions related to the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute would be eliminated because the IEI board could unilaterally take action to satisfy them or cause the statutes not to apply to our transaction. We would also expect to rely on customary representations, warranties and covenants that IEI would likely agree to in a negotiated transaction that would permit us to significantly reduce the scope and breadth of certain of our current conditions, such as the condition related to certain types of litigation, changes in capital structure, including issuances of debt and equity, entry into transactions outside the ordinary course of IEI’s business, as well as alternative transactions to our tender offer.”

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated March 6, 2007.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press release issued by RISCO Ltd. dated March 6, 2007.*
(a)(5)(B)	Form of summary advertisement dated March 6, 2007.*
(a)(5)(C)	Press release issued by RISCO Ltd. dated March 21, 2007.*
(a)(5)(D)	Press release issued by RISCO Ltd dated March 27, 2007.
(b)	Not applicable.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously Filed.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2007

Rokonet Industries, U.S.A., Inc.

By:  /s/  Moshe Alkelai                    

Name: Moshe Alkelai

Title: Chairman of the Board

RISCO Ltd.

By:  /s/  Moshe Alkelai                    

Name: Moshe Alkelai

Title: Chairman of the Board

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated March 6 , 2007.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press release issued by RISCO Ltd. dated March 6, 2007.*
(a)(5)(B)	Form of summary advertisement dated March 6, 2007.*
(a)(5)(C)	Press release issued by RISCO Ltd. dated March 21, 2007.*
(a)(5)(D)	Press release issued by RISCO Ltd dated March 27, 2007.
(b)	Not applicable.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously Filed.

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

PRESS RELEASE

CONTACT:

Bob Marese: (212) 929-5045

Lex Flesher: (212) 929-5397

MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

RISCO EXTENDS TENDER OFFER; SEEKS TO ENJOIN IEI’S UNLAWFUL USE OF MASS STATUTE TO SUBVERT SHAREHOLDER VOTE

BOSTON, MA — March 27, 2007 — Rokonet Industries, U.S.A., Inc., a wholly-owned subsidiary of RISCO Ltd. (RISCO), announced today that it has extended its $3.50 per share cash tender offer for all of the common stock of International Electronics, Inc. (IEI) (OTCBB: IEIB) not already owned by it or its subsidiaries to 12:00 Midnight, New York City time, on Thursday, April 26, 2007. The tender offer was previously set to expire at 12:00 Midnight, New York City time, on Monday, April 2, 2007. The extension of the tender offer is intended to provide additional time for IEI to convene a special meeting of its stockholders that RISCO demanded under the Massachusetts Control Share Acquisition Statute to approve voting rights of any IEI shares RISCO may acquire in its offer. IEI has announced that it intends to hold a stockholders meeting on April 25, 2007 for such purpose.

As of the close of business on March 23, 2007, approximately 1,055 IEI shares had been tendered in and not withdrawn from the offer.

RISCO has also filed a complaint in the U.S. District Court of the District of Massachusetts against IEI and its board of directors. RISCO is seeking, in addition to other remedies, a preliminary injunction to enjoin IEI and its board of directors from violating the Massachusetts Control Share Acquisition Statute. In preliminary proxy materials filed with the Securities Exchange Commission for the April 25 shareholders’ meeting, IEI seeks to “bootstrap” certain conditions to RISCO’s tender offer into conditions to the IEI stockholder vote—a maneuver designed to prevent RISCO from amending or waiving its conditions in the future as it is permitted to do under the terms of its offer and federal securities law, without seeking yet another shareholder vote.

“The lengths the IEI board will go to entrench itself and prevent stockholders from taking advantage of RISCO’s all cash offer continue to amaze me,” said RISCO Chairman, Moshe Alkelai. “The board is clearly afraid that a straightforward up or down vote on our proposal will lead to stockholders choosing RISCO’s offer—it is trying to use technical legal maneuvers to subvert the shareholder vote and make it more difficult for RISCO to close its offer. The IEI board should allow its stockholders to vote on RISCO’s offer.”

MacKenzie Partners, Inc. is the Information Agent for RISCO’s tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to MacKenzie Partners, Inc.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the solicitation of proxies of Rokonet Industries, U.S.A., Inc. from stockholders of IEI in connection with the special meeting of IEI stockholders expected to be held on April 25, 2007. Rokonet Industries, U.S.A., Inc. will file a definitive proxy statement on Schedule 14A. IEI STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING RISCO’S PROPOSAL. Stockholders will be able to obtain the proxy statement and related materials with respect to the special meeting free at the SEC’s website at www.sec.gov or from Rokonet Industries, U.S.A., Inc. by contacting Mackenzie Partners, Inc. toll free at 1-800-322-2885 or collect at 1-212-929-5500 or via email at proxy@mackenziepartners.com.

The offer to buy IEI common stock is only being made pursuant to an offer to purchase and related materials that Rokonet Industries, U.S.A., Inc. has filed with the SEC. IEI STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Stockholders will be able to obtain the offer to purchase and related materials with respect to the tender offer at the SEC’s website at www.sec.gov or from Rokonet Industries, U.S.A., Inc. by contact Mackenzie Partners, Inc. toll free at 1-800-322-2885 or collect at 1-212-929-5500 or via email at proxy@mackenziepartners.com.

Participants in Solicitation

Rokonet Industries, U.S.A., Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of IEI common stock in respect of the proposed special meeting of stockholders. Certain information about such persons and their interest in the solicitation will be contained in the proxy statement regarding the special meeting, when it becomes available.

CORRESP

J.Q. Newton Davis, Esq.

Direct Phone: (617) 951-8383

Direct Fax: (617) 951-8736

newton.davis@bingham.com

March 28, 2007

Via Edgar

Nicholas P. Panos, Special Counsel

Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20546

Re: International Electronics, Inc.

Schedule TO-T filed March 6, 2007

Schedule TO-T/A filed March 21, 2007

Filed by Rokonet Industries, U.S.A., Inc. and Risco Ltd.

SEC File No. 5-41233

Dear Mr. Panos:

On behalf of our client, Risco Ltd., a limited liability company organized under the laws of Israel (“Risco”), and its wholly-owned subsidiary, Rokonet Industries, U.S.A., Inc., a New York corporation (the “Purchaser”), submitted herewith please find Amendment No. 2 to the Schedule TO, File No. 5-41233 (as amended, the “Schedule TO”). The Schedule TO has been revised to respond to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were contained in your letter dated March 22, 2007 (the “Comment Letter”). In addition, the Schedule TO has been revised to update generally the disclosure provided therein.

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the response of the Purchaser. Page numbers in each response refer to page numbers of the Schedule TO as submitted on the date of this letter.

Schedule TO-T

General

1. The introductory remarks to the summary term sheet imply that only Rokonet is offering to purchase the shares of International Electronics. Please revise the offer to purchase to remove the implication that Risco is not similarly offering to purchase the shares. See General Instruction K(1) to Schedule TO.

Nicholas P. Panos, Special Counsel

March 28, 2007

Page 2

Response: In response to the Staff’s comments, the Purchaser has revised the Offer to Purchase to remove the implication that Risco is not similarly offering to purchase the shares.

2. Acceptance for Payment and Payment

2. Revise the Schedule TO to identify as bidders the other wholly-owned subsidiaries to whom the right purchase shares may be transferred or assigned, or advise. It appears these parties may be properly defined as bidders to the extent the offer is made on their behalf. See Rule 14d-1(g)(2) of Regulation 14D.

Response: In response to the Staff’s comments, the Purchaser confirms that the Purchaser may transfer or assign the right to purchase the Shares to one or more newly organized wholly-owned subsidiaries of Purchaser, and pursuant to the definition of “bidders” provided in Rule 14d-1(g)(2), such entities may be deemed to be [bidders] in the Offer. However, the Purchaser believes that such an assignment or transfer of these rights to a wholly-owned subsidiary, if undertaken, would not be considered a material change to the terms of the offering as the wholly-owned subsidiary would be in complete control of the Purchaser and such an assignment would not relieve Purchaser of any obligations under the Offer or prejudice the rights of any person to receive payment for Shares validly tendered and accepted for payment in the Offer. Therefore, the Purchaser has not amended the Schedule TO in response to this comment.

12. Source and Amount of Funds

3. Disclose whether or not an alternative financing plan exists. See Item 1007 of Regulation M-A.

Response: In response to the Staff’s comments, the Purchaser has revised Item 12, Source and Amount of Funds, of the Offer to Purchase to affirmatively state that the Purchaser does not have an alternative financing plan.

14. Conditions to the Offer

4. The disclosure indicates that once a condition is triggered, a failure by the bidders to exercise their right to terminate the offer will not constitute a waiver of that condition. Please note that when a condition is triggered and the bidders decide to proceed with the offer, we believe that this decision constitutes a waiver of the triggered condition. The bidders, through their action or inaction, also are not permitted to engage in conduct that would result in the triggering of an offer condition under Section 14(e). Please revise to remove the implication that the bidders reserve the right to conduct an illusory offer.

Nicholas P. Panos, Special Counsel

March 28, 2007

Page 3

Response: In response to the Staff’s comment, the Purchaser has revised Item 14, Conditions of the Offer, of the Offer to Purchase to state that the Purchaser shall not be able exercise their right to waive any of the conditions after the Expiration Date (as defined in the Offer to Purchase), the point of time when the Purchase will proceed with the offer.

5. Explain to us the purpose of the language that any determination by the Purchasers concerning the events described in the conditions “will be final and binding upon all parties.” Disclose, if true, that only a court of competent jurisdiction can make a determination that will be final and binding upon the parties. In addition, please disclose that unit holders may challenge the Purchaser’s determinations.

Response: In response to the Staff’s comments, the Purchaser has revised Item 14, Conditions of Offer, of the Offer to Purchase to state that the determination by the Purchaser regarding the events in Item 14 shall be final and binding, subject to the stockholder’s right to bring any dispute to a court of competent jurisdiction.

Schedule TO-T/A

6. We note the statements that, “Most of the conditions to RISCO’s offer are a direct result of management’s refusal to negotiate. Management could eliminate the most significant conditions by engaging in discussions with RISCO and supporting its offer, including the conditions related to the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute.” Please revise this statements to (1) quantify the number of conditions that exist due to the absence of negotiations and (2) remove the implication that the management of International Electronics has the authority to remove the bidders’ tender offer conditions.

Response: In response to the Staff’s comment, the Purchaser has revised Exhibit (a)(5)(c) to discuss the conditions the Purchaser believes would not exist if Management were to engage in negotiations with RISCO, and to remove the implication that Management has the authority to remove the bidder’s tender offer conditions.

Nicholas P. Panos, Special Counsel

March 28, 2007

Page 4

*     *     *     *

Should you wish to discuss the enclosed materials at any time, please do not hesitate to contact the undersigned at (617) 951-8383.

Respectfully submitted,

/s/ J.Q. Newton Davis

J.Q. Newton Davis, Esq.

cc: Moshe Alkelai, Risco Ltd.

John R. Utzschneider, Esq., Bingham McCutchen LLP