6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Filing No. 2 for the Month of May, 2005

ADB Systems International Ltd.

(Exact name of Registrant)

302 The East Mall, Suite 300, Toronto, ON Canada M9B 6C7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F   ý    Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T                      Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T                   Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o    No  ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-         

ADB SYSTEMS INTERNATIONAL LTD.

On May 19, 2005, ADB Systems International Ltd. (“ADB” or the “Company”) announced the voting results obtained at the Annual and Special Meeting of the Company held on May 18, 2005 in Toronto, Ontario.  The Company’s Report of Voting Results is attached hereto as Exhibit 1.

At the Annual and Special Meeting of the Company the following actions were taken:

1. Jeffrey Lymburner, T. Christopher Bulger, Paul Godin, Jim Moskos, Jan Pedersen, Darroch Robertson, Duncan Copeland were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

2. Deloitte & Touche LLP was re-appointed as auditor of the Company for the current fiscal year and the Board of Directors was authorized to fix the auditor’s remuneration.

3. The change of municipal address of the registered office of the Company was confirmed, ratified and approved by special resolution.

This Form 6-K may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, profitability, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause ADB’s results to differ materially from expectations. These risks include ADB’s future capital needs, expectations as to profitability and operating results, ability to further develop business relationships and revenues, expectations about the markets for its products and services, acceptance of its products and services, competitive factors, ability to repay debt, ability to attract and retain employees, new products and technological changes, ability to develop appropriate strategic alliances, protection of its proprietary technology, ability to acquire complementary products or businesses and integrate them into its business, geographic expansion of its business and other such risks as ADB may identify and discuss from time to time, including those risks disclosed in ADB’s most recent Form 20-F filed with the Securities and Exchange Commission.  Accordingly, there is no certainty that ADB’s plans will be achieved.

Exhibits

Exhibit 1 – Report Of Voting Results

2

SIGNATURES

Pursuant to the requirements 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.

	ADB SYSTEMS INTERNATIONAL LTD.
Date: May 24, 2005	By:	/s/ JEFFREY LYMBURNER
		Name: Jeffrey Lymburner
		Title: Chief Executive Officer

3

EX-1

Exhibit 1

ADB SYSTEMS INTERNATIONAL LTD.
(the “Corporation”)
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

May 18, 2005

REPORT OF VOTING RESULTS

National Instrument 51-102 – Continuous Disclosure Obligations

Section 11.3

Matters Voted Upon

In accordance with Section 11.3 of the National Instrument 51-102, the following describes the matters voted upon and the voting results obtained at the Annual and Special Meeting of the Corporation held on May 18, 2005 in Toronto, Ontario (the “Meeting”).

The following matters were put to a vote by a show of hands at the Meeting:

General Business

MATTER VOTED UPON		VOTING RESULT
1.	The election of the following nominees as directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed:	Carried
	JEFFREY LYMBURNER
	T. CHRISTOPHER BULGER
	PAUL GODIN
	JIM MOSKOS
	JAN PEDERSEN
	DARROCH ROBERTSON
	DUNCAN COPELAND
2.	The re-appointment of Deloitte & Touche LLP as auditors of the Corporation for the current fiscal year and authorizing the Board of Directors to fix the auditors’ remuneration.	Carried

Special Business

MATTER VOTED UPON		VOTING RESULT
3.	A special resolution to confirm, ratify and approve the change of municipal address of the registered office of the Corporation.	Carried