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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For fiscal year ended August 31, 2005

Commission File Number: 0-16305

International Electronics, Inc.

(Name of small business issuer in its charter)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

(Title of class)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-B is not contained in this form and will not be contained, to the best of Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

State issuer’s revenues for its most recent fiscal year: $12,646,997

As of November 4, 2005, 1,496,158 shares of the Registrant’s voting stock was held by non-affiliates of the Registrant. As of that date, the aggregate market value of the non-affiliate shares so held was approximately $3,220,000.

As of November 4, 2005, 1,738,931 shares of the Registrant’s common stock were outstanding.

Documents incorporated by reference: None

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INTERNATIONAL ELECTRONICS, INC.

ANNUAL REPORT ON FORM 10-KSB

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PART I

Item 1. Business

International Electronics, Inc. (“IEI”) was formed in 1977 as a Massachusetts corporation. IEI, an ISO 9001:2000 certified manufacturer, designs, manufactures, markets and sells electronic access control equipment and browser-managed security platforms used in residential and commercial security systems and wireless access control and fleet management systems for industrial mobile asset applications.

IEI products include its Door-Gard^™ and Secured Series^™ access control lines, its LS line of integrated battery operated door locks, its eMerge^™ browser-managed access and security management products and its line of PowerKey^™ industrial access control and fleet management products. IEI also manufactures and markets electronic glassbreak detectors sold under the trade name Tri-Gard^™.

IEI’s products are marketed and principally sold in the United States to leading distribution and electronic security installation companies and directly to material handling equipment users worldwide.

Products

Access Control and Digital Keypad Products

IEI manufactures and markets a line of access control and digital keypad products sold under the trade names Door-Gard^™ and Secured Series^™. These products are sold in a variety of configurations including indoor and outdoor models, with magnetic card readers, proximity readers and keypads. They are also sold with several different hardware and software configurations. IEI also sells to original equipment manufacturer (“OEM”) customers private label products containing its access control and keypad based technology.

The command and control software can be used to add programmability by user and time. This software allows for up to 120 different users, each with his/her own unique code and can be used to control machinery, lights, closed circuit TV or doors.

The access control version of the Door-Gard^™ software includes features that apply specifically to electronic door access control. These features include request to exit input, door ajar and door position monitoring. IEI also sells a version of its Door-Gard^™ under the trade name prox.pad^™. The prox.pad^™ incorporates the use of both keypad and proximity technology. The prox.pad^™ has been jointly developed by IEI and HID Corporation, a subsidiary of Assa Abloy of Sweden. The approximate list prices for the Door-Gard^™ products range from $150 to $500, other than the LS lockset products.

In 2002, IEI introduced the Door-Gard^™ LS lockset. The LS combines IEI keypad and/or HID proximity technology with a UL listed grade 1 lockset to enable a battery operated stand-alone system. The approximate list prices for the LS products range from $600 to $1,300.

IEI also markets and sells its Secured Series^™ access control product line. This line of products includes magnetic card readers and proximity readers as well as digital keypads. Systems features in the Secured Series^™ product line include: 2,000 users, transaction buffer for

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event recording, hard copy printing of events, holiday schedules and time zone limitations (which allow users access depending upon time of day or day of week) as well as the ability to tie up to 64 doors together. The approximate list prices for the Secured Series^™ products range from $400 to $1,100.

In 2003, IEI announced its LAN/WAN connectivity gateway, which is available on IEI’s Secured Series^™ access control systems and prox.pad^™ plus products. In August 2004, IEI entered into an agreement with S2 Security Corporation to resell a private label version of the S2 NetBox Product. In September 2004, IEI introduced its new product, the eMerge^™ 5000 Security Platform, at the American Society for Industrial Security (ASIS) 50th Annual Seminar and Exhibits. The eMerge^™ 5000 Security Platform is a browser based integrated physical security management system that delivers access control, alarm, video and temperature monitoring and intercom capability all in one box.

In September 2005, IEI introduced its eMerge^™ 50 and eMerge^™ 440 Browser-Managed Security Platforms at the 2005 ASIS International Annual Seminar and Exhibits. The eMerge^™ 50 provides the benefits of a network architecture to a basic access control security function. The eMerge^™ 440 handles a broader range of security functions to include access control, real time monitoring, elevator control, video monitoring and photo ID in an integrated package. The eMerge^™ 50 and 440, along with the full featured eMerge^™ 5000, are integrated security management systems with an easy-to-use web browser interface, Linux operating system, MySQL database and web server all embedded within the product. The typical list price for the eMerge^™ 50, eMerge^™ 440 and eMerge^™ 5000 systems are $4,350, $6,000 and $9,250, respectively.

IEI also markets a line of industrial access control and asset management systems sold under the trade name PowerKey^™. These products control access to mobile assets such as forklifts and greatly reduce operating costs, improve operator safety and maximize vehicle performance. Under the AC version of the product, only access to industrial machinery is controlled. The list price on a volume basis per unit of installation for the PowerKey^™ 2600, PowerKey^™ AC and PowerKey^™ 3600 are $360, $745 and $1,800, respectively.

In March 2005, IEI announced the introduction of the currently available RF Gateway-Direct Connect as a product option in the IEI PowerKey^™ fleet product system. This product provides complete control and data collection for industrial vehicles.

There are numerous suppliers of access control products that include a wider range of features and more sophisticated software than our products currently offer. The majority of our products sold are produced in relatively low volume. Competitors whose products are produced in larger volumes or competitors who produce their products in a lower cost environment may be able to produce products at a lower cost to manufacture than our products.

Glassbreak Detector Products

A detector is the component in an alarm system that is activated by an intrusion or entry into protected premises. When activated, it sends a signal to a central control panel, the portion of the system that triggers the alarm. IEI’s glassbreak products serve only the detection function, but are compatible with systems made and sold by most major manufacturers of central control panels, and can be incorporated into both hard wired and certain wireless systems. These products are used in a system in conjunction with other forms of detectors such as those that detect the opening of a door or window. IEI markets an audio glassbreak detector under the trade name Tri-Gard^™. The approximate list prices for the glassbreak products range from $55 to $100.

Sales and Marketing

The principal market for IEI is the United States, where it sells its products through a network of security equipment distributors and installation companies. IEI also sells and markets its products in North and South America, Europe, Asia, the Middle East and Australia.

IEI presently employs sixteen people in sales and marketing. The outside sales personnel contact dealers and distributors to provide ongoing sales and technical support for IEI’s products. The inside sales personnel are responsible for incoming sales calls and telemarketing. IEI also utilizes manufacturer’s representatives for certain territories.

IEI sells its products primarily to installers and distributors of alarm security equipment. IEI’s customers include: ADI (a subsidiary of Honeywell International, Inc.), Clark Security Products and Security Lock. Sales to IEI’s largest customer, ADI, accounted for approximately 32%, 35% and 38% of IEI’s total net sales for the fiscal years ended August 31, 2005, 2004 and 2003, respectively.

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While IEI’s relationship with large customers provides it with a substantial market for its products, the dependence on large volume sales to such large customers creates a vulnerability. The loss of any such large customer could have a material adverse effect on IEI’s sales.

IEI is also aware that manufacturers in Europe, Asia and elsewhere fabricate products similar to IEI’s products. Some of these manufacturers may produce their units at a lower cost than IEI’s cost. The introduction of such a product to the United States market could have a material adverse effect on IEI’s sales.

IEI provides sales support through national advertising, periodic mailings and by participation at national and regional industry trade shows. IEI presently attends several national trade shows per year, and complements these shows by displaying its products at regional alarm shows. IEI generally sells into overseas markets through distributors in certain countries. IEI also participates with some of its distributors in cooperative advertising programs.

Overseas Components and Production

IEI estimates that approximately 32%, 13% and 17% of its finished goods were manufactured in Asia for the years ended August 31, 2005, 2004 and 2003, respectively. IEI sources a significant amount of components and maintains certain molds for its products in Asia. IEI believes that such sourcing reduces its cost of sales through lower parts, labor and tooling costs. There can be no guarantee that the Asian political or economic environments will remain sufficiently stable to allow reliable and consistent delivery of product.

Product Sources of Revenue

IEI’s various products have provided revenues during the last three fiscal years as follows:

Domestic and Foreign Sales

The percentages of domestic and foreign sales for IEI’s products for the last three fiscal years are as follows:

Manufacturing and Raw Materials

IEI performs in-house manufacturing for some of its access control, stand alone keypad, PowerKey^™ and Tri-Gard^™ product lines. IEI is dependent upon sole source suppliers for a number of key components and parts used in IEI’s products. Some of IEI’s largest principal suppliers include

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HID Corporation, Future Electronics, Inc. and S2 Corporation. Another of IEI’s significant suppliers is a manufacturer of our finished goods located in Asia. There can be no assurance that these suppliers will be able to meet IEI’s future inventory requirements or that they will be available to IEI at favorable prices. Any extended interruption in the supply of any such inventory could have a material adverse effect on IEI’s operating results in any given period. We believe IEI is in compliance with existing foreign laws and do not believe that compliance with such laws will have any material impact on our foreign operations.

Competition

The market for products within the security industry is very competitive, subject to technological change and affected by new product introductions and other market activities of industry participants. Over the past several years there has been significant consolidation within the security industry. Many of our competitors are both large multi-national companies as well as companies located in developing nations with access to lower cost sources of engineering as well as manufacturing. Many of these companies have greater financial resources than we do and are able to devote greater resources to the development, promotion, sale and support of their products. Many of these companies have all the principal advantages that large companies have over smaller companies including: lower manufacturing costs, worldwide distribution channels, significant research and development efforts and broad customer support capabilities. Although IEI has obtained some patent and copyright protection for certain aspects of its products and software, we believe that competitors are able to market products similar to those sold by IEI.

Competitors for our access control and stand alone keypad products include: Assa Abloy, Bosch, General Electric, Honeywell International, Ingersoll Rand, Kaba and Tyco, some of whom have recently expanded their position in the marketplace by acquiring companies that design, sell and/or manufacture competing products. In addition, there are other companies that we compete against including: Corby, Crow Electronics, Keri Systems, Napco, Visonic, United Security Products, Keyscan, and Everfocus. Some of the competitors for PowerKey^™ include: ID Systems, Access Control Group, LLC, and Shockwatch (Media Recover, Inc.).

Intellectual Property

We rely on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect the proprietary aspects of our technology. These legal protections afford only limited protection for our technology. Due to changing technology, we believe that factors such as the creative skills of our personnel, new product developments and enhancements to existing products are more important than the various legal protections.

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Working Capital

During fiscal 2005, IEI depended on its existing cash balances to provide for its working capital needs. IEI had available through February 28, 2005 an equipment line of credit, as amended on November 12, 2004, that provided for borrowings of up to $500,000 and a demand bank line of credit that provided for borrowings of up to $1,000,000. The equipment and demand line of credit expired on February 28, 2005, and were not renewed. IEI expects its working capital requirements for fiscal 2006 to be provided from its existing cash reserves and its anticipated cash flow generated from operations. As of August 31, 2005, there were no borrowings outstanding under the demand line of credit and approximately $238,000 in borrowings outstanding as equipment debt. See “Item 6-Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Research and Development

IEI presently employs nine people in research and development. IEI also utilizes certain consultants and subcontractors on an as-needed basis with IEI’s employees supervising such work. Research and development expenditures were approximately $1,229,000, $1,177,000 and $1,091,000 for fiscal 2005, 2004 and 2003, respectively. The 2005 expenditures included $135,000 related to a contract IEI entered into with S2 Security Corporation. The purpose of the contract was to reengineer the eMerge^™ 5000 product. IEI’s net sales include research and development revenues from customers of approximately $421,000, $123,000 and $114,000 during fiscal 2005, 2004 and 2003, respectively.

Employees

As of November 4, 2005, IEI had 66 employees, of which 65 were full-time employees. Of these 66 employees, 16 were in sales and marketing, 9 in research and development, 26 in manufacturing and purchasing, 6 in customer service and 9 in general and administration.

Seasonality

IEI is subject to normal business slowdowns during the summertime and around the Christmas holiday season.

Governmental Controls/Environmental Compliance

None of IEI’s business is subject to renegotiation of profits or termination of contracts. IEI has not been materially affected by compliance with any governmental regulation relating to protection of the environment during the past year, though there is expected legislation pertaining to the Restriction of Hazardous Substances (RoHS) that will affect IEI in January 2007. This legislation mandates the reduction of six hazardous substances from the manufacturing process. IEI anticipates a cost of approximately $100,000 to become RoHS compliant. In addition, the new process for manufacturing will add 3% to the cost of our products.

Item 2. Properties

IEI’s administrative and manufacturing operations are located at 427 Turnpike Street, Canton, Massachusetts, and consist of approximately 20,740 square feet of space. IEI occupies this facility under a lease expiring April 30, 2006, at an annual rent of $161,000 plus utilities, maintenance and certain real estate taxes. The property used by IEI is in good condition.

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2005.

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PART II

Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters

IEI’s securities have been traded in the over-the-counter market since July 5, 1983. From October 30, 1987 to July 13, 2005, IEI’s common stock was quoted by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”). On July 14, 2005, IEI’s stock was delisted from NASDAQ as a result of non-compliance with NASDAQ marketplace rule 4310(c)(2)(B) which requires IEI to have a minimum of $2,500,000 in stockholders equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. As of July 14, 2005, the stock was traded in the pink sheets. On August 12, 2005, Hudson Securities filed a Form 211 which allowed the stock to be traded on the Over-the-Counter Bulletin Board (“OTCBB”). IEI’s common stock currently trades under the symbol “IEIB” on both the OTCBB and the pink sheet markets.

In fiscal 2005, IEI met all reporting requirements pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The prices set forth below are based on information provided to IEI by NASDAQ, pink sheets and the OTCBB. These sales prices reflect interdealer prices, without retail mark-ups, markdowns or commissions, and may not represent actual transactions.

As of November 4, 2005, there were approximately 400 shareholders of record of IEI’s common stock. IEI believes that a substantial number of shares of IEI’s common stock are held by nominees and estimates that there are approximately 1,100 beneficial owners of IEI’s shares. IEI has never paid dividends to its shareholders.

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Equity Compensation Plan Information

The following table sets forth a description of our equity compensation plans as of August 31, 2005:

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Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes to those statements. The following discussion contains forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the matters discussed in “Risk Factors” and elsewhere in this report.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the consolidated financial statements in this Annual Report on Form 10-KSB for the year ended August 31, 2005 describes the significant accounting policies used in the preparation of our consolidated financial statements. Management bases its estimates and judgments on historical experience, market trends, and other factors that are believed to be reasonable under the circumstances. Estimates are used for, but not limited to, the accounting for allowance for doubtful accounts and sales returns, inventory reserves, warranty reserves, income taxes and contingencies. Actual results could materially differ from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

Revenue recognition – Revenue from product sales is recognized upon shipment provided there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists, the sales price is fixed or determinable, and collection of the related receivable is probable. If uncertainties exist, IEI recognizes revenue when these uncertainties are resolved. An allowance for estimated future returns is recorded at the time revenue is recognized based on IEI’s historical experience. Estimated product warranty costs are recorded at the time of product revenue recognition.

Allowance for Doubtful Accounts and Sales Returns - The allowance for doubtful accounts and sales returns is based on our assessment of the collectibility of specific customer accounts, the aging of our accounts receivable and trends in product returns. While we believe that our allowance for doubtful accounts and sales returns is adequate and that the judgment applied is appropriate, if there is a deterioration of a major customer’s credit worthiness, actual defaults are higher than our previous experience, or actual future returns do not reflect historical trends, our estimates of the recoverability of the amounts due us and our sales would be adversely affected.

Inventory Obsolescence Reserve - Inventory purchases and commitments are based upon future demand forecasts for our products and our current level of inventory. If there is a sudden and significant decrease in demand for our products or there is a higher risk of inventory obsolescence because of rapidly changing technology and requirements, we may be required to increase our inventory reserve and as a result, our gross profit margin would be adversely affected.

Warranty Reserve - We accrue for warranty costs based on the historical rate of claims and costs to provide warranty services as the sale is recognized. While we believe the accrual for warranty costs is adequate to address known warranty issues, if we experience an increase in warranty claims that are higher than our historical experience or our costs to provide warranty services increase, we may be required to increase our warranty accrual and as a result, our gross profit margin would be adversely affected.

Deferred Income Taxes - SFAS No. 109, “Accounting for Income Taxes”, requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We evaluate all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Our effective income tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to the valuation allowance, changes to federal, state or foreign tax laws and deductibility of certain costs and expenses.

Loss Contingencies - We are subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be recognized or adjusted.

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Results of Operations

Fiscal years ended August 31, 2005, 2004 and 2003

Net Sales. Net sales in both 2005 and 2004 increased 11% from the previous year. The increase in net sales for 2005 compared to 2004 is primarily due to increases in our OEM custom and keypad product lines. The increase in net sales for 2004 compared to 2003 is primarily due to increases in demand for our access control product line. In 2005, 2004 and 2003, one customer contributed more than 10% of our net sales, representing 32%, 35% and 38%, respectively.

Cost of Sales/Gross Profit. Our cost of sales primarily consists of purchased materials, manufacturing salaries and related personnel expenses, facility overhead and amounts paid to third-party manufacturers. The ratios of gross profit to net sales were 45% in 2005, 42% in 2004, and 44% in 2003. The decrease in the gross profit ratio for 2004 from the prior year is primarily due to product mix and an increase in manufacturing overhead costs. The increase in gross profit ratio for 2005 is primarily due to product mix. Our gross profit as a percentage of net sales in a particular quarter is highly variable due to many factors such as sales volume. Gross profit may also be adversely affected by increases in manufacturing costs, excess and obsolete inventory, warranty costs, increased price competition, geographic mix, and changes in sales channels or product mix.

Research and Development Expenses. Research and development expenses primarily consist of salaries and related personnel expenses, consulting fees and prototype costs. Research and development expenses were $1,228,920 in 2005, $1,177,463 in 2004 and $1,090,604 in 2003. The 2005 expenditures included $135,000 related to a contract IEI entered into with S2 Security Corporation. The purpose of the contract was to reengineer the eMerge^™ 5000 product. The increase in costs in 2004 from the prior year is primarily due to additional salaries and related expenses, and consulting fees due to the increased development efforts for the industrial access control product line. We believe that research and development is critical to our strategic product development objectives and we intend to continue to enhance our products. We expect future research and development expenses to decrease slightly in absolute dollars from its current level.

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Selling, General and Administrative Expenses. Selling, general and administrative expenses primarily consist of salaries and related personnel expenses, commissions, travel and entertainment expenses, trade shows, advertising, telephone, bad debts and professional fees. As a percentage of net sales, selling, general and administrative expenses were 41% in 2005, 37% in 2004 and 33% in 2003. The aggregate increase in dollars in 2005 was approximately $906,000, with the largest increase attributed to payroll of $339,000. Other contributing factors were travel, sales and marketing, trade shows, and legal costs resulting from the delisting from NASDAQ. The increase in expenses as a percentage of net sales in 2004 from the prior year is primarily due to an increase in the hiring of additional management personnel, increases in advertising, trade shows and consulting fees and a reduction in bad debt expense. We expect future selling, general and administrative expenses to increase in absolute dollars from its current level as we introduce new products to the market and expand our sales organization.

Other Income. Other income primarily consists of interest earned on our cash balances, and to a lesser extent, sundry other non-operating items. Other income was $25,867 in 2005, $18,228 in 2004 and $23,578 in 2003. The increase in 2005 is primarily due to an increase in interest rates on invested balances. The decrease in 2004 from 2003 was the result of a reduction in interest rates and invested balances.

Interest Expense. Interest expense consists of interest incurred on equipment financing. Interest expense was $20,097 in 2005, $24,929 in 2004 and $27,462 in 2003. These decreases are the result of a reduction in outstanding debt.

Income Taxes. IEI’s effective income tax rate was .3% in 2005, 67% in 2004 and 28% for 2003. In the fourth quarter of 2005, upon completion of IEI’s 2006 operating plan and 2005 financial results, we decided to maintain a full valuation allowance against the calculated deferred tax asset due to the uncertainty of realizing the benefit of the assets. See Note 8 to the Consolidated Financial Statements. The difference between the effective tax rate and the federal statutory rate is primarily due to the valuation allowance in 2005 and the utilization of net operating loss carryforwards in 2003.

Off-Balance Sheet Arrangements.

We have no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

As of August 31, 2005, IEI had $1,564,245 in working capital as compared to $2,312,446 at August 31, 2004. The ratio of current assets to current liabilities as of August 31, 2005 was 1.6 as compared to 2.1 for 2004 and 2.8 for 2003. The debt to equity ratio, which is a measure of a company’s financial leverage and is computed by dividing total liabilities over shareholder’s equity, was 1.1 at August 31, 2005 as compared to 0.8 at August 31, 2004 and 0.5 at August 31, 2003. The decrease in working capital and current ratio in 2005 from 2004 is primarily due to a reduction in cash and equivalents, and an increase in accounts payable, partially offset by an increase in accounts receivable. The increase in the debt to equity ratios in 2005 from 2004 is primarily due to an increase in accounts payable and IEI’s net loss.

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Net cash flows used in operating activities were $652,207 in 2005, compared with net cash flows provided by operating activities of $179,420 in 2004, and cash flows used in operating activities of $323,409 in 2003. The decrease in operating cash flows in 2005 is primarily due to the net loss, and increases in accounts receivable and inventory, partially offset by an increase in accounts payable and accrued expenses.

Net capital expenditures were $107,225, $404,621, and $229,311 for 2005, 2004 and 2003, respectively. In 2004, IEI purchased certain expensive manufacturing equipment. These capital investments were aimed at decreasing the manual labor costs and increasing the quality of the product. The total purchases for production equipment in 2004 totaled $266,000. As a result of these capital expenditures, there was a significant decrease in net capital expenditures in 2005 and a significant increase in 2004. IEI anticipates having up to $300,000 in total capital expenditures in fiscal 2006 primarily for the purchase of production, engineering, and office equipment. We expect our 2006 capital expenditures to be financed from cash flow from operations.

Net cash flows used in financing activities were $217,247 in 2005, while net cash flows provided by financing activities were $99,642 in 2004, and net cash flows used in financing activities were $97,562 in 2003. The increase in cash flows used in financing activities in 2005 was primarily due to a reduction in the availability of the equipment and demand lines of credit. The increase in net cash flows provided by financing activities in 2004 compared to the prior year is primarily the result of additional long-term obligations for equipment financing and proceeds from the exercise of stock options and warrants.

The following table summarizes our future contractual cash obligations as of August 31, 2005:

In February 2005 the equipment line of credit expired and was not renewed, and therefore the debt was classified as a current liability on the balance sheet. Eastern Bank agreed to the original repayment schedule as dictated by the equipment line of credit. The outstanding balance of $238,385 is scheduled to be paid as follows: $167,691 in fiscal 2006, $62,252 in fiscal 2007 and $8,442 in fiscal 2008.

Purchase commitments in the table above, represents outstanding purchase orders on materials, services and supplies. Some of these purchase orders are extending over several years. The supplier’s production is solely dependent on IEI’s forecasted requirements which may vary over an extended period of time. Therefore, IEI’s liability is limited to the releases of those forecasted requirements that are scheduled within the next three to six months.

Based on our current expectations, we believe that our current cash position, together with internally generated funds at present sales levels, will provide adequate cash reserves to satisfy our cash requirements for the next twelve months. Although it is difficult to predict future liquidity requirements with certainty, the rate at which we will consume cash will be dependent on the cash needs of future operations, including changes in working capital, which will, in turn, be directly affected by the levels of demand for our products, the timing and rate of expansion of our business and the resources we devote to developing our products. We anticipate devoting substantial capital resources to continue our research and development efforts, to maintain our sales and marketing, and for other general corporate activities. We may periodically review strategic and operational alternatives to improve our operating results and financial position. In this regard, we may consider, among other things, changes in our capital structure, adjustment to our capital expenditures and overall spending and the restructuring of our operations. We cannot be assured that we will be successful in implementing any new strategic or operational initiatives or, if implemented, that they will have the effect of improving our operating results and financial position. We may seek to sell additional equity or debt securities that could result in additional dilution to our shareholders, and we cannot be certain that additional financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain this additional financing, we may be required to reduce the scope of our planned product development and sales and marketing efforts, which could harm our business, financial condition and operating results.

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Recent Accounting Pronouncement

In November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS Statement No. 151, Inventory Costs, an Amendment of Accounting Principles Board Opinion No. 43, Chapter 4, or SFAS 151. SFAS 151 requires that items such as idle facility expense, freight, handling costs and wasted materials be recognized as current-period charges rather than being included in the inventory regardless of whether the costs meet the criterion of abnormal as defined in Accounting Principles Board Opinion No. 43. SFAS 151 is applicable for inventory costs incurred during fiscal years beginning after June 15, 2005. We will adopt this pronouncement on September 1, 2005 and we do not expect the adoption will have a material impact on our financial condition or results of operation.

In December 2004, the FASB issued Statement No. 123R, “Share-Based Payment” (“FAS 123R”). FAS 123R is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”). IEI is required to adopt the provisions of FAS 123R as of the beginning of its first fiscal quarter of 2007, beginning September 1, 2006. This statement establishes standards for and requires the recognition of the cost of employment-related services settled in share-based payment.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of FAS 123R and the valuation of share-based payments for public companies. IEI will be evaluating the requirements of FAS 123R and SAB 107. The impact of FAS 123R and SAB 107 cannot be predicted at this time because it will depend on the fair-market value of the awards issued and the amount of the share based awards granted in the future.

Risk Factors

Information provided by IEI in writing and orally, from time to time may contain certain “forward-looking” information as this term is defined by: (1) the Private Securities Litigation Reform Act of 1995 (the “Act”) and (2) in releases made by the Securities and Exchange Commission. These risk factors are being described pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. IEI cautions investors that any forward-looking statements made by IEI involve risks and uncertainties, which could cause actual results to differ materially from those projected.

IEI has identified certain risks and uncertainties as factors, which may have an impact on its operating results that are detailed below. All of these factors are difficult for IEI to forecast, and these or other factors can materially adversely affect IEI’s business and operating results for one quarter or a series of quarters.

Concentration of Customers. IEI has a substantial number of customers but sells a large majority of its products to a small number of large customers. This concentration of customers may cause net sales and operating results to fluctuate from quarter to quarter based on major customers’ requirements and the timing of their orders and shipments. Sales to IEI’s largest customer accounted for approximately 32% and 35% of IEI’s total net sales for the fiscal year ended August 31, 2005 and 2004, respectively. IEI’s industry has experienced significant consolidation, which may further increase IEI’s concentration among its major customers. There can be no assurance that IEI’s major customers will place additional orders, or that IEI will obtain orders of similar magnitude from other customers. IEI’s operating results could be materially and adversely affected if any present or future major customer were to choose to reduce its level of orders, were to experience financial, operational or other difficulties that resulted in such a reduction in orders to IEI or were to delay paying or fail to pay IEI’s receivables from such customer.

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Reliance on Distribution Partners. We have historically sold the majority of our products through distribution. We believe that our future success is dependent upon retaining successful relationships with a variety of distribution partners. We have no long-term agreements with these partners and certain distribution partners also manufacture and sell products that compete with some of our products. We cannot be certain that we will be able to retain our current distribution partners or that these partners will devote adequate resources to selling our products. If we are unable to maintain our distribution partners or the partners do not devote adequate resources to the sale of our products, our operating results could be materially and adversely affected.

General Economic Conditions. Our business is subject to the effects of general economic conditions in the United States and globally. If the economic conditions in the United States and globally do not improve, or if we experience a worsening in the global economic slowdown, we may experience adverse impacts on our business, operating results and financial condition.

Limited Financial Resources. IEI has limited financial resources. It is therefore subject to all the risks generally associated with a small business having limited financial resources. For the year ended August 31, 2005 and 2004, IEI had net losses of approximately ($720,000) and ($1,125,000), respectively and for the year ended August 31, 2003 had net income of $23,000. There can be no assurance that IEI will return to profitable operations. Continued operations after the expenditure of IEI’s existing cash reserves may require additional working capital to be generated by profitable operations and/or additional financing. There can be no assurance that profits will return or that additional external funding will be obtainable, if such a need should arise.

Dependence on Key Employees. The business of IEI is dependent upon the efforts of John Waldstein and certain other key management and technical employees. The loss or prolonged disability of such personnel could have a significant adverse effect on the business of IEI. IEI presently maintains a key man life insurance policy of $1,000,000 on John Waldstein, President, Chief Executive Officer, Chief Financial Officer and Treasurer.

Lack of New Product Development. IEI is engaged in an industry, which, as a result of extensive research and development, introduces new products on a regular basis. Current competitors or new market entrants may develop new products with features that could adversely affect the competitive position of IEI’s products. There can be no assurance that IEI will be successful in selecting, developing, manufacturing and marketing new products or enhancing its existing products or that IEI will be able to respond effectively to technological changes or product announcements by competitors. Any failure or delay in these goals could have a material adverse effect on IEI.

Fluctuations in Sales and Operating Results. Operating results may fluctuate due to factors such as the timing of new product announcements and introductions by IEI, its major customers and its competitors, market acceptance of new or enhanced versions of IEI’s products, changes in the product mix of sales, changes in the relative proportions of sales among distribution channels or among customers within each distribution channel, changes in manufacturing costs, competitive pricing pressures, the gain or loss of significant customers, increased research and development expenses associated with new product introductions and

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general economic conditions. A limited number of customers have accounted for a significant portion of sales in any particular quarter. In addition, IEI typically operates with a relatively small backlog. As a result, quarterly sales and operating results generally depend on the volume, timing of, and ability to fulfill orders received within the quarter which are difficult to forecast. In this regard, IEI may recognize a substantial portion of its sales in a given quarter from sales booked and shipped in the last weeks of that quarter. A delay in customer orders, resulting in a shift of product shipment from one quarter to another, could have a significant effect on IEI’s operating results in a quarter. In addition, competitive pressure on pricing in a given quarter could adversely affect IEI’s operating results, or such price pressure over an extended period could adversely affect IEI’s long-term profitability.

IEI establishes its expenditure levels for sales and marketing and other expenses based, in large part, on its expected future results. As a result, if sales fall below expectations, there would likely be a material adverse effect on operating results because only a small portion of IEI’s expenses vary with its sales in the short-term.

Competition. Other companies in the industry offer products in competition with those of IEI. Many of the companies with which IEI competes are substantially larger, have greater resources and market a larger line of products. IEI expects competition to increase significantly in the future from existing competitors and new companies that may enter IEI’s existing or future markets. IEI competes with a number of large multinational companies including: Assa Abloy, Bosch, General Electric, Honeywell International, Ingersoll Rand, Kaba and Tyco, some of whom have recently expanded their position in the marketplace by acquiring companies that design competing products. We also compete against a number of smaller companies. Some of our competitors sell significant amounts of other products to our current and prospective customers.

Our competitors’ broad product portfolios, coupled with already existing relationships, may cause our customers to buy our competitors’ products or harm our ability to attract new customers. Increased competition could adversely affect IEI’s sales and profitability. There can be no assurance that IEI will be able to continue to compete successfully with its existing competitors or with new competitors.

Investments and Acquisitions. Although we have no current agreements to do so, we intend to consider investing in or acquiring products, technologies or businesses. In the event of future investments or acquisitions, we could:

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Our integration of any acquired products, technologies or businesses may also involve numerous risks including:

We may be unable to successfully integrate any products, technologies, businesses or personnel that we might acquire in the future.

Lack of Patent Protection. Although IEI has obtained some patent, trademark, trade secret and copyright protection for certain of its products and software, management believes that competitors may be able to market products similar to those sold by IEI.

Offshore Production. IEI is currently having some of its finished products manufactured in Asia. IEI presently maintains certain manufacturing molds in Asia and has a significant amount of components for some products manufactured in Asia. There can be no assurance that the Asian political or economic environment will remain sufficiently stable or that other factors will allow for reliable and consistent delivery of product.

Dependence on Single Source of Supply. IEI is dependent upon sole source suppliers for a number of key components and parts used in IEI’s products. There can be no assurance that these suppliers will be able to meet IEI’s future requirements for such components or that the components will be available to IEI at favorable prices, or at all. Any extended interruption in the supply or significant increase in price of any such components could have a material adverse effect on IEI’s operating results in any given period.

Foreign Sales. During the year ended August 31, 2005, IEI’s foreign sales represented approximately 11% of net sales. There may be a reduction in IEI’s foreign sales from the 2005 level in the event of significant changes in foreign exchange rates or political and economic instability in foreign countries.

Limited Market for Common Stock. There is a limited market for IEI’s common stock and there can be no assurance that even this limited market will be sustained. Holders of IEI’s common stock may have difficulty selling their shares or may have difficulty selling them at a favorable price.

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Volatility of Stock Price. IEI’s stock price is subject to significant volatility. If revenues or earnings in any quarter fail to meet the investment community’s expectations, announcements of new products by IEI or its competitors and other events or factors could have an immediate impact on IEI’s stock price. The stock price may also be affected by broader market trends unrelated to IEI’s performance.

Item 7. Financial Statements and Supplementary Data

The consolidated financial statements of International Electronics, Inc. and subsidiaries filed as a part of this Annual Report on Form 10-KSB begin on page F-1.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 8A. Controls and Procedures

Item 8B. Other Information

Not Applicable

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PART III

Item 9. Directors and Executive Officers of the Registrant

The following table sets forth our executive officers and directors, their respective ages and positions as of October 31, 2005:

IEI anticipates that the next annual meeting of shareholders will be held in April 2006. Directors serve staggered three-year terms and hold office until their successors are chosen and qualified.

John Waldstein has been employed by IEI since 1978, has been Treasurer since March 1982, was Vice President between January 1983 and May 1988, Chief Financial Officer since February 1988, Chief Operating Officer from February 1988 to May 1988, President and Chief Executive Officer since May 1988, and Chairman of the Board since November 1990. Mr. Waldstein is a graduate of Harvard College. See “Item 10-Executive Compensation”.

Diane Balcom became a member of the Board of Directors in 1989. Since May 2005, Ms. Balcom has served as President of the Greater Pennsylvania Chapter of the Alzheimer’s Association, having served as Regional Director of the Chapter from December 2003 to May 2005. From June 2002 to November 2003, Ms. Balcom served as Director of Development of Achieva, a non-profit agency providing services for people with disabilities and their family members. From February 2001 to June 2002, Ms. Balcom served as an independent consultant to a variety of non-profit organizations in southwestern Pennsylvania. From October 1998 to February 2001, Ms. Balcom served as the Executive Director of the Pittsburgh Mercy Foundation. Previously, she held the position of Director of Development for Children’s Hospital of Pittsburgh and Chapter Director of the Juvenile Diabetes Foundation of Western Pennsylvania. From January 1989 to August 1994, Ms. Balcom operated a consulting practice, which provided services related to private and public financing for small and medium-sized companies. From March 1987 to January 1989, she served as Vice President and Chief Financial Officer for Environmental Diagnostics, Inc., a publicly held company. Prior to that, Ms. Balcom held various senior management positions in Corporate Finance and Research for 13 years with brokerage firms on the West Coast.

Heath Paley became a member of the Board of Directors in 1990. Since March 1997, Mr. Paley has served as President of Cormorant, Inc., a manufacturer and retailer of glass wind chimes marketed under the name Goose Rock Designs. From May 1996 to December 2002, Mr. Paley also served as a self-employed computer

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consultant. He had been IEI’s Director of Management Information Systems from September 1994 until May 1996 and was IEI’s Chief Operating Officer and Executive Vice President from June 1990 to August 1994. Previously, Mr. Paley was President and a founder of Ecco Industries, Inc. and President of the Maine Woods Shoe Division of Bennett Industries.

Peter Demakis has been IEI’s Chief Operating Officer since September 2003. From March 2002 to August 2003, Mr. Demakis was the Chief Financial Officer for Midland Farms Stores, Inc., a limited assortment supply grocery retailer. From March 1999 to November 2001, he was the Executive Vice President and General Manager for the Vantage Group, a direct marketing services organization. From November 1995 to December 1998, Mr. Demakis was the Vice President of Central Services for the Retail Division of Reebok International. Prior to these positions, Mr. Demakis held senior level positions in operations and finance. Mr. Demakis is a graduate of Stonehill College. See “Item 10–Executive Compensation”.

Leslie Charm became a member of the Board of Directors in 2005. Leslie Charm has been, since 1972, a partner in the firm of Youngman & Charm, a firm specializing in assisting companies that are experiencing operating and/or financial problems and also advises entrepreneurs in the strategies involved in the growing of companies. From 1989 to the present, he has been a director of Moto Photo, Inc., a publicly held international franchisor of imaging centers that filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in November 2002. From 1994, he has been a director, and has served on the audit committee and the compensation committee of CreditRiskMonitor.com, Inc., which is a worldwide leading provider of real time financial information analysis and news created specifically for the corporate credit professional. Mr. Charm is an adjunct professor in entrepreneurial finance at Babson College and is a graduate of the Harvard Business School.

Albert Janjigian became a member of the Board of Directors in 2005. Albert Janjigian is president of Expedeum, Inc., a consulting firm formed by him in 2000, which provides strategic and marketing support to companies in the high technology, security, fire alarm and building system industries. He co-founded Detectronics in 1970, the security industry’s first national wholesale distribution company that evolved into an international operation. After the acquisition of Detectronics by ADT and its evolution into Aritech Corporation, he served as vice president and general manager until 1985. He subsequently joined Cerberus, a Swiss organization, as president of the company’s United States operations. In 1990, Mr. Janjigian became a principal of STAT Resources, a security industry leading market research organization. He served as president of the Security Industry Association from 1982 to 1986 and from 1992 to 1993. He participates in numerous security industry organizations and has served as a security industry spokesperson in interviews with the national media. After graduating from Bowdoin College, Mr. Janjigian earned an MS degree and an MBA from Northeastern University’s Graduate School of Professional Accounting.

Christopher Hentschel has been IEI’s Vice President of Engineering since March 1995 and had previously been Chief Engineer since 1989. Before joining IEI, Mr. Hentschel was a founder and Vice President of Engineering of Guard Aware, Inc. Mr. Hentschel is a graduate of Wentworth Institute. See “Item 10-Executive Compensation”.

Robert Stewart has been IEI’s Vice President of Manufacturing since October 2003, and had previously been Director of Manufacturing from May 2003 to October 2003 and Manufacturing Engineering Manager from November 2000 to May 2003. Before joining IEI, from December 1997 to May 2000, Mr. Stewart was Group Plant Manager for AMP/Tyco Electronics, an electronics manufacturer. Prior to 1997, Mr. Stewart held several positions in the manufacturing field. Mr. Stewart is a graduate of Fairleigh Dickinson University. See “Item 10–Executive Compensation”.

Audit Committee

The Company has an Audit Committee. The members of the Audit Committee are independent. The members of the Audit Committee are Diane Balcom, Leslie Charm and Heath Paley.

Other Matters

Section 16(a) of the Securities Exchange Act of 1934 requires IEI’s executive officers, directors, and persons who own more than ten percent of a registered class of IEI’s equity securities to file reports of ownership with the Securities and Exchange Commission (“SEC”) and NASD. Executive officers, directors, and greater than ten-percent stockholders are required by SEC regulation to furnish IEI with copies of all Section 16(a) forms they file.

IEI believes that all filing requirements applicable under Section 16(a) to its executive officers, directors and 10% stockholders were complied with for fiscal 2005.

Code of Ethics

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, IEI has adopted a code of ethics that applies to its principal executive officer and chief financial and accounting officers. A copy of the code of ethics can be obtained without charge by written request to Investor Relations, International Electronics, Inc., 427 Turnpike Street, Canton, MA 02021 and is also available on IEI’s website at http://www.ieib.com.

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Item 10. Executive Compensation

The following table sets forth information concerning the compensation for each of the last three fiscal years ended August 31, 2005, of IEI’s President and Chief Executive Officer, and the other executive officers of IEI who received at least $100,000 of compensation during any of these years (the “Named Executive Officers”):

Summary Compensation Table

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Compensation on Involuntary Termination

John Waldstein has an employment contract with IEI which provides for certain compensation to be paid to him if he is discharged by IEI without cause, as defined before the end of the term of his contract. Mr. Waldstein has a continuous three-year employment contract with a current minimum annual salary of approximately $185,000, subject to adjustment for inflation, plus an annual minimum bonus of $50,000 payable upon the achievement of specified goals and objectives. The salary and bonus of Mr. Waldstein is subject to performance reviews and annual adjustment as determined by IEI’s Compensation Committee.

If the employment of Mr. Waldstein is terminated by IEI without cause, including the election of a slate of board of director members not approved by Mr. Waldstein or a change in status as a result of an acquisition, merger or sale of assets (an “Acquisition”), IEI is obligated to pay at such termination an amount equal to his total salary and benefits to the conclusion of the contract period. In the event of an Acquisition of IEI, Mr. Waldstein’s base salary shall increase based on future adjustments for inflation. As of August 31, 2005, John Waldstein’s base salary to the conclusion of his contract period is approximately $554,000, plus future cost of living adjustments.

After an Acquisition of IEI, provided Mr. Waldstein continues his employment for at least a six-month period, and he subsequently voluntarily resigns, he shall be paid severance of one year’s compensation and benefits. For each additional six months that he works thereafter, in the event Mr. Waldstein subsequently voluntarily resigns, he shall be paid severance of an additional six months compensation and benefits provided any such severance payments shall not exceed three years of compensation.

In addition to the foregoing, IEI also has employment letters with certain key management (including Messrs. Demakis, Hentschel and Stewart) that require salary and benefits continuation in the event of a termination of such employment as a result of an Acquisition. As of August 31, 2005, the salaries of such management personnel represent an aggregate of approximately $458,000.

Stock Option Grants

There were no option grants to any of the Executive Officers during the year ended August 31, 2005. Therefore, there are no hypothetical gains or “option spreads” to be calculated.

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Year End Option Table

The following table sets forth information concerning the exercise of stock options and warrants by each of the Named Executive Officers and the number and value of unexercised options and warrants held by them as of August 31, 2005:

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

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Compensation of Directors

Directors who are not executive officers receive $500 for each Board of Directors meeting and $500 for each Committee meeting that they attend in person or by telephone conference call. For the fiscal year ended August 31, 2005, directors’ fees were paid in the amounts of $8,000 each to Ms. Balcom and Mr. Paley, $4,000 to Mr. Charm, and $3,000 to Mr. Janjigian.

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Item 11. Security Ownership of Certain Beneficial Owners and Management

Set forth below is information concerning ownership of IEI’s common stock as of October 31, 2005, (i) by all persons known by IEI to own beneficially 5% or more of the outstanding common stock, (ii) each current director and Named Executive Officer of IEI and (iii) all directors and executive officers as a group.

(Footnotes continued on following page)

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Item 12. Certain Relationships and Related Transactions

None

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)1. The following Consolidated Financial Statements are included in Item 7:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of August 31, 2005 and 2004

Consolidated Statements of Operations for the Years Ended August 31, 2005, 2004 and 2003

Consolidated Statements of Shareholders’ Equity for the Years Ended August 31, 2005, 2004 and 2003

Consolidated Statements of Cash Flows for the Years Ended August 31, 2005, 2004 and 2003

Notes to Consolidated Financial Statements

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(a)2. Financial Statement Schedules:

None. All schedules are omitted because they are inapplicable, not required under the instructions or because the information is reflected in the consolidated financial statements or notes thereto.

(a)3. Exhibits:

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On July 18, 2005 we furnished a Current Report on Form 8-K to the SEC under Item 3 stating that although IEI had not received any notice from NASDAQ with respect to being delisted from NASDAQ, IEI discovered on July 14, 2005 that it was not able to trade on NASDAQ and discovered that it was being traded in the pink sheets. As a result, IEI believed that it had been delisted from NASDAQ and that it would no longer be traded on NASDAQ because IEI was not in compliance with NASDAQ marketplace rule 4310(c)(2)(B) which requires IEI to have a minimum of $2,500,000 in stockholders equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.

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Item 14. Principal Accountant Fees and Services

The following is a summary of the fees incurred by IEI from BDO Seidman, LLP, IEI’s principal accountant since March 10, 2005, and Deloitte & Touche LLP, IEI’s principal accountant until February 25, 2005, for professional services rendered for the fiscal years ending August 31, 2005 and 2004:

Audit Fees. Consists of fees incurred for professional services rendered for the audit of IEI’s consolidated financial statements and for reviews of the interim consolidated financial statements included in our quarterly reports on Form 10-QSB and consents for filings with the SEC.

Audit-related Fees. Consists of fees billed for professional services that are reasonably related to the performance of the audit or review of IEI’s consolidated financial statements, but are not reported under “Audit Fees.”

Tax Fees. Consists of fees billed for professional services relating to tax compliance, tax reporting, tax advice and tax planning.

All Other Fees. Consists of fees billed for all other services.

Audit Committee Pre-Approval

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by case basis. During fiscal 2005, no services were provided to IEI by Deloitte & Touche LLP, BDO Seidman, LLP, or any other accounting firm other than in accordance with the pre-approval policies and procedures described above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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International Electronics, Inc.

Exhibits to 10-KSB

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INTERNATIONAL ELECTRONICS, INC. AND SUBSIDIARIES

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of International Electronics, Inc.

Canton, Massachusetts

We have audited the accompanying consolidated balance sheet of International Electronics, Inc. and subsidiaries (the “Company”) as of August 31, 2005 and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended August 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Electronics, Inc. and subsidiaries as of August 31, 2005, and the results of their operations and their cash flows for the year ended August 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO Seidman, LLP

Boston, Massachusetts

November 4, 2005

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of International Electronics, Inc.

Canton, Massachusetts

We have audited the accompanying consolidated balance sheet of International Electronics, Inc. and subsidiaries (the “Company”) as of August 31, 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the two years in the period ended August 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of International Electronics, Inc. and subsidiaries as of August 31, 2004, and the consolidated results of their operations and their cash flows for each of the two years in the period ended August 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 12, 2004

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INTERNATIONAL ELECTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AUGUST 31, 2005 AND 2004

See notes to consolidated financial statements.

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INTERNATIONAL ELECTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED AUGUST 31, 2005, 2004 AND 2003

See notes to consolidated financial statements.

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INTERNATIONAL ELECTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

YEARS ENDED AUGUST 31, 2005, 2004 AND 2003