SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

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 March 15, 2007, outstanding options with respect to 322,199 shares, in each case 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, 4 and 9.

This Amendment No. 3 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 and Amendment No. 2 filed on March 28, 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 and March 25, 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, 4 and 9 of this Schedule TO.

The Offer to Purchase is amended as follows:

On the page 4, Item 2, Acceptance for Payment and Payment, the last paragraph is deleted in its entirety.

On page 12, Item 10, Background of Offer; Contacts with IEI, the following is inserted at the end of such section:

“On March 26, 2007, RISCO and Purchaser filed a complaint in the U.S. District Court of the District of Massachusetts against IEI and its board of directors. In the complaint, 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. RISCO and Purchaser believe IEI was seeking 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.

On March 27, 2007, RISCO issued a press release announcing the extension of the tender offer until midnight on April 26, 2007.

On April 4-5, 2007, a hearing was held with respect to the complaint. On April 9, 2007, RISCO and Purchaser obtained a preliminary injunction against IEI from the U.S. District Court of the District of Massachusetts in connection with its outstanding tender offer to purchase any and all shares of IEI common stock for $3.50 per share. The Court ordered IEI to file a proxy statement with the SEC setting forth RISCO’s proposed question to be put to IEI shareholders for the vote solicited under the Massachusetts Control Share Acquisition Statute and specific wording of a related Control Share Acquisition Statement to be circulated to IEI shareholder for consideration.”

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 RISCO or 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 subject to the tendering stockholder’s right to bring any dispute with respect thereto before a court of competent jurisdiction.”

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.*
(a)(5)(F)	Press release issued by RISCO Ltd. dated April 9, 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: April 13, 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.*
(a)(5)(F)	Press release issued by RISCO Ltd. dated April 9, 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)(F)

Exhibit (a)(5)(F)

PRESS RELEASE

CONTACT:

Bob Marese: (212) 929-5045

Lex Flesher: (212) 929-5397

MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

RISCO OBTAINS PRELIMINARY INJUNCTION AGAINST IEI’S

UNLAWFUL USE OF MASS STATUTE TO SUBVERT SHAREHOLDER VOTE

BOSTON, MA—April 9, 2007—Rokonet Industries, U.S.A., Inc., a wholly-owned subsidiary of RISCO Ltd. (RISCO), announced today that it has obtained a preliminary injunction against International Electronics, Inc. (OTC: IEIB.OB) (attached), from the U.S. District Court of the District of Massachusetts in connection with its outstanding tender offer to purchase any and all shares of IEI common stock for $3.50 per share.

RISCO alleged that IEI sought to manipulate the Massachusetts Control Share Acquisition Statute in order to prevent RISCO from amending or waiving the conditions of its offer in the future without seeking multiple shareholder votes. RISCO sought injunctive relief in order to insure that the vote to be submitted to shareholders complied with applicable Massachusetts laws.

“We are pleased the Court ended IEI’s attempts to delay the process and prevent stockholders from taking advantage of RISCO’s all cash offer,” said RISCO Chairman, Moshe Alkelai. “We will proceed with an up or down vote by IEI stockholders regarding voting rights for any shares we acquire in our tender as soon as permitted by the SEC and we urge IEI management to stop wasting stockholders’ money on these delaying tactics.”

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 in late April , 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.

ATTACHMENT

Case 1:07-cv-10578-JLT    Document 16    Filed 04/09/2007    Page 1 of 2

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

	)
ROKONET INDUSTRIES, U.S.A., INC.	)
	)
Plaintiff,	)
	)
v.	)	CIVIL ACTION NO.         07-10578-JLT
	)
JOHN WALDSTEIN, DIANE BALCOM, LESLIE	)
CHARM, ALBERT JANJIGIAN, and	)
INTERNATIONAL ELECTRONICS, INC.	)
	)
Defendants.	)
	)

ORDER

April 9, 2007

TAURO, J.

This Court hereby orders that International Electronics, Inc. (“IEI”) is preliminarily enjoined as follows:

1) IEI shall file a proxy statement submitting for a vote of its shareholders the following question:

Whether, if Rokonet Industries, U.S.A., Inc. purchases shares of IEI common stock pursuant to its currently outstanding tender offer for at least 66-2/3% of such shares at a per share price of $3.50 (as such offer, including such minimum amount and such price, may be amended from time to time), the shares so acquired, as well as any shares thereafter beneficially acquired in such “control share acquisition” and the 500 shares of common stock previously acquired by Rokonet, shall be entitled to the same voting rights as all other shares of IEI common stock.

2) IEI shall include in or attach to the proxy statement the control share acquisition statement in the form attached as Exhibit A to this order.

IT IS SO ORDERED.

/s/ Joseph L. Tauro

United States District Judge

Control Share Acquisition Statement

Pursuant to § 3 of Chapter 110D

of the Massachusetts General Laws

Identity of Acquiror. Rokonet Industries, U.S.A., Inc., a New York corporation and wholly-owned subsidiary of RISCO Ltd. (the “Acquiror”), intends to acquire all of the outstanding capital stock of International Electronics, Inc., a Massachusetts corporation (the “Public Corporation”).

Statement of Applicability. This statement is a Control Acquisition Statement made and delivered pursuant to Pursuant to § 3 of Chapter 110D of the Massachusetts General Laws (the “Control Share Statute”).

Statement of Ownership. The Acquiror is the beneficial owner of 500 shares of common stock of the Public Corporation, par value $0.01 per share (the “Common Stock”), which the Acquiror purchased for $1.60 per share.

Statement of Intended Acquisition. The Acquiror intends to acquire all of the outstanding shares of Common Stock of the Public Corporation, on a fully diluted basis (comprised of 1,738,931 shares of outstanding Common Stock, options to acquire 262,133 shares of Common Stock and warrants to acquire 20,167 shares of Common Stock in the Public Corporation’s Quarterly Report on Form 10QSB filed with the Securities Exchange Commission on January 11, 2007), subject to the terms and conditions set forth in Section 5 below. Such shares constitute 100% of the voting power of the Public Corporation’s outstanding capital stock. The Acquiror has commenced a tender offer under Rule 14d-1 of the Securities Exchange Act of 1934, as amended, to acquire such shares of Common Stock, the details of which are set forth in the Acquiror’s Offer to Purchase filed with the Securities Exchange Commission on March 6, 2007 on Schedule TO (as amended from time to time, the “Offer to Purchase”).

Statement of Certain Terms and Conditions. The Acquiror intends to acquire all of the outstanding Common Stock of the Public Corporation for a price per share of $3.50, payable in cash following the consummation of such acquisition. The Acquiror’s offer is currently subject to the following conditions, which Acquiror reserves the right to amend or waive at any time or from time to time as described in more detail in the Offer to Purchase:

At least 66-2/3% of the outstanding shares of Common Stock (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 to Purchase;

(i) The articles of organization or bylaws of the Public Corporation are amended, effective prior to the consummation of the Offer to Purchase, to provide that the Control Share Statute does not apply to the Public Corporation, (ii) the Control Share Statute is declared inapplicable to any shares acquired as a result of the Offer to Purchase and any subsequent merger or other business combination or (iii) the holders of a majority of the outstanding shares of Common Stock entitled to vote at a meeting of the Public Corporation’s stockholders (other than those held by the Acquiror or any director of the Public Corporation who is also an officer of the Public Corporation) authorize voting rights for the shares of Common Stock acquired as a result of the Offer to Purchase and any subsequent merger or other business combination as contemplated by § 5 of the Control Share Statute;

(i) Prior to the acceptance for payment of shares of Common Stock pursuant to the Offer to Purchase, the Public Corporation’s Board of Directors approves the Offer to Purchase and any subsequent proposed merger or other business combination, (ii) there are validly tendered prior to the expiration of the Offer to Purchase and not withdrawn a number of shares of Common Stock which, together with the shares of Common Stock then owned by the Acquiror, would represent at least 90% of the shares of Common Stock outstanding on the date thereof (excluding shares of Common Stock owned by certain employee stock plans and persons who are directors and also officers of the Public Corporation) or (iii) a determination that Chapter 110F of the Massachusetts General Laws and other similar laws are inapplicable to any merger or other business combination involving the Acquiror and the Public Corporation; and

Satisfaction of the other conditions set forth in the Offer to Purchase.

Statement of Financial Capacity. The acquisition by the Acquiror of all of the outstanding Common Stock of the Public Corporation is not subject to any financing condition. The Acquiror has the financial capacity to consummate the proposed acquisition in the form of cash on hand or borrowings under its available credit facilities or from its parent company, RISCO Ltd.

ROKONET INDUSTRIES, U.S.A., INC.
By:	/s/ Moshe Alkelai
Name:	Moshe Alkelai
Title:	Chairman of the Board

CORRESP

J.Q. Newton Davis, Esq.

Direct Phone:	(617) 951-8383
Direct Fax:	(617) 951-8736

newton.davis@bingham.com

April 13, 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/A filed March 28, 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. 3 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 April 9, 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/A

Acceptance of Payment and Payment

1. We have analyzed the response to prior comment number 2, and disagree with the conclusion. Revise the Schedule TO to identify as bidders any newly created wholly-owned subsidiaries to whom the right purchase shares may be transferred or assigned. These parties, to the extent they exist during the pendency of the offer or prior to the time of payment, may be properly defined as bidders as the offer is deemed to be made on their behalf. See Rule 14d-1(g)(2) of Regulation 14D.

Response: In response to the Staff’s comments, the Purchaser has amended the Offer to Purchase to eliminate Purchaser’s ability to transfer or assign its right to purchase all or any portion of the Shares tendered in the Offer. As a result, all the bidders in the offering, as defined in Rule 14d-1(g)(2) of Regulation 14D have been properly identified.

Nicholas P. Panos, Special Counsel

April 13, 2007

Page 2

Conditions to the Offer

2. The revised language that has been included on page 17 still refers to a single Purchaser. Without slightly modifying the language to reflect the possibility of affirmative actions or omissions by Risco, or potentially any of its other wholly-owned subsidiaries, in addition to the “Purchaser,” the concern expressed by prior comments 1 and 4 would still exist. Please revise or advise.

Response: In response to the Staff’s comments, the Purchaser has amended Item 14, Conditions to Offer, to reflect the possibility of affirmative actions or omission by Risco. As no other wholly-owned subsidiaries of Purchaser or Risco are bidders as defined in Rule 14d-1(g)(2), the revised disclosure does not reflect the possibility of affirmative actions or omission by any such entities.

3. Given that only a court of competent jurisdiction can make a determination that will be final and binding upon the parties, it appears that determinations made by the bidders can never be “final and binding” upon security holders who tender. Please revise.

Response: In response to the Staff’s comments, the Purchaser has revised Item 14, Conditions to Offer, to reflect that only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

Nicholas P. Panos, Special Counsel

April 13, 2007

Page 3

* * * *

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/ Newton Davis

J.Q. Newton Davis, Esq.

cc: Moshe Alkelai, Risco Ltd.

John R. Utzschneider, Esq., Bingham McCutchen LLP