Mail Stop 04-07
March 18, 2005
Mr. John Waldstein
President, Chief Executive Officer,
Chief Financial Officer, and Treasurer
International Electronics, Inc.
427 Turnpike Street,
Canton, MA 02021
RE: International Electronics, Inc.
Form 10-KSB for the fiscal year ended August 31, 2004
Filed November 22, 2004
Form 10-QSB for the quarter ended November 30, 2004
File No. 000-16305
Dear Mr. Waldstein:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934. Please address the following comments in future
filings. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended August 31, 2004
Item 307/308
1. Please be advised that the Rule 13a-14 certification must be in
the exact form and include the exact disclosure as specified by
Item
601(b)(31) of Regulation S-B. Please amend your Form 10-KSB to
include the revised certification. For example, as required by
Item
601(b)(31), you must include the phrase "and material weaknesses"
in
paragraph 5, subparagraph (i) of the certification. Please note
that
when you correct your certification, you will have to re-file your
Form 10-KSB in its entirety.
2. We note that your disclosure controls and procedures were
"designed to ensure that material information relating to [you],
including [your] consolidated subsidiaries, is made known to
[your]
chief executive and chief financial officer by others within those
entities, particularly during the period in which this report was
being prepared."
Please revise to state clearly, if true, that your disclosure
controls and procedures were designed to ensure that (i)
information
required to be disclosed in the reports filed or submitted under
the
Exchange Act is recorded, processed, summarized and reported
within
the time periods specified in the Commission`s rules and forms,
and
(ii) information required to be disclosed in the reports filed or
submitted under the Exchange Act is accumulated and communicated
to
management, including your chief executive and chief financial
officers, to allow timely decisions regarding required disclosure.
See Exchange Act Rule 13a-15(e). To the extent that you wish to
retain the "reasonable assurance" qualification, please state, if
true, that your chief executive and chief financial officers
designed
the disclosure controls and procedures to provide reasonable
assurances of achieving both of the designated objectives and
concluded that the disclosure controls and procedures were indeed
effective at the reasonable assurance level.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kenya Wright, Staff Accountant, at (202)
824-
5446 or Joseph M. Kempf, Reviewer, at (202) 942-1979 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 942-1990 with any other
questions.
Sincerely,
Larry M. Spirgel
Assistant Director
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Mr. Waldstein
International Electronics, Inc.
March 18, 2005
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