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. 1 for the Month of August, 2005

ADB Systems International Ltd.

(Exact name of Registrant)

302 The East Mall, Suite 300, Toronto, Ontario 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 x Form 40-F ¨

 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): ____

 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): ____

 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 ¨ No x

 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 August 26, 2005, ADB Systems International Ltd. (“ADB” or the “Company”) issued the press release attached to this Form 6-K as Exhibit 1 announcing it had signed a letter of intent for fund raising activities with PowerOne Capital Markets Limited. In connection with the announcement the Company has also filed with SEDAR the Material Change Report attached to this Form 6-K as Exhibit 2.

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 - Press Release dated August 26, 2005

Exhibit 2 - Material Change Report

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: August 29, 2005	By:	/s/ Jeffrey Lymburner
		Name: Jeffrey Lymburner
		Title: Chief Executive Officer

EX-1

Exhibit 1

  ADB Systems International Ltd. 302 The East Mall, Suite 300 Toronto, ON M9B 6C7 Tel: 416 640-0400 / Fax: 416 640-0412 Website: www.adbsys.com (TSX: ADY; OTCBB: ADBYF)

For Immediate Release

ADB ENTERS INTO FINANCING ARRANGEMENT

Signs letter of engagement with PowerOne Capital Markets Limited

Toronto, ON - August 26, 2005 - ADB Systems International (TSX: ADY; OTCBB: ADBYF), a global provider of asset lifecycle management solutions, announced today it has signed a letter of intent with PowerOne Capital Markets Limited to engage in fund-raising activities expected to generate proceeds of $1.2 million. The proceeds will be raised through the issuance of secured subordinate convertible debentures to a group of institutional and private investors, and members of ADB’s senior management and board of directors. All figures are in Canadian dollars.

Under the terms of the financing arrangement, the investors will be able to convert their debentures at any time during the five-year term into units priced at $0.15, with each unit consisting of one common share and one warrant. Each warrant may be exercised into one common share at the exercise price of $0.20 each at any time over the five-year term. ADB will pay debenture holders 11 percent interest per annum for unconverted notes over the five-year term. The accrued interest payable to debenture holders during the first year of the financing arrangement will be made through the issuance of a number of shares of the Company equal to the interest payable divided by $0.15.

“Funds raised through this arrangement will be used to continue building our business,” said Jeff Lymburner, CEO of ADB Systems. “In particular, they will be used to support our North America activities, including the sales efforts of our joint venture with GE Commercial Finance, and a number of customer application development projects currently underway.”

The financial agreement is expected to be finalized on or before September 9, 2005 subject to approval from the Company’s board of directors and appropriate regulatory bodies.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This news release is not intended for distribution or dissemination to the United States.

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ADB enters into financing agreement/2

About PowerOne Capital Markets

PowerOne Capital Markets Limited is a Toronto-based private merchant bank and an Ontario Limited Market Dealer. PowerOne is a specialized merchant bank committed to financing and aiding emerging junior and small-cap companies.

About ADB Systems International Ltd.

ADB Systems International delivers asset lifecycle management solutions that help organizations source, manage and sell assets for maximum value. ADB works with a

growing number of customers and partners in a variety of sectors including oil and gas, government, healthcare, manufacturing and financial services. Current customers include BP, GE Commercial Finance, Commercial Equipment Financing, Halliburton Energy Resources, the National Health Service, permanent TSB, Talisman Energy, and Vesta Insurance.

Through its wholly owned subsidiary, ADB Systems USA Inc., ADB owns a 50 percent interest in GE Asset Manager, a joint business venture with GE Commercial Finance. ADB has offices in Toronto (Canada), Stavanger (Norway), Tampa (U.S.), Dublin (Ireland), and London (U.K.). The company's shares trade on both the Toronto Stock Exchange (TSX: ADY) and the OTC Bulletin Board (OTCBB: ADBYF).

This news release 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, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause ADB’s ("the Company") results to differ materially from expectations. These risks include the Company’s ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company may identify and discuss from time to time, including those risks disclosed in the Company’s Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that the Company's plans will be achieved.

Contact:

At ADB Systems International Ltd.

Joe Racanelli, Chief Marketing Officer

Tel: (416) 640-0400 ext. 273

Fax: (416) 640-0412

E-mail: jracanelli@adbsys.com

EX-2

Exhibit 2

ADB SYSTEMS INTERNATIONAL LTD.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

ADB Systems International Ltd. (the “Corporation”), Valhalla Executive Centre, 302 The East Mall, Suite 300, Toronto, Ontario M9B 6C7

Item 2. Date of Material Change

August 26, 2005

Item 3. News Release

A press release disclosing the nature and substance of the material change was issued through the facilities of CanadaNewsWire on August 26, 2005 and was filed on SEDAR.

Item 4.  Summary of Material Change

The Corporation announced it has signed a letter of intent with PowerOne Capital Markets Limited to engage in fund raising activities expected to generate proceeds of $1.2 million. The proceeds will be raised through the issuance of secured subordinate convertible debentures to a group of institutional and private investors, and members of the Corporation’s senior management and board of directors. All figures are in Canadian dollars.

Item 5.  Full Description of Material Change

The Corporation announced it has signed a letter of intent with PowerOne Capital Markets Limited to engage in fund-raising activities expected to generate proceeds of $1.2 million. The proceeds will be raised through the issuance of secured subordinate convertible debentures to a group of institutional and private investors, and members of the Corporation’s senior management and board of directors.

Under the terms of the financing arrangement, the investors will be able to convert their debentures at any time during the five-year term into units priced at $0.15, with each unit consisting of one common share and one warrant. Each warrant may be exercised into one common share at the exercise price of $0.20 each at any time over the five-year term. The Corporation will pay debenture holders 11 percent interest per annum for unconverted notes over the five-year term. The accrued interest payable to debenture holders during the first year of the financing arrangement will be made through the issuance of a number of shares of the Corporation equal to the interest payable divided by $0.15.

Mr. Jeff Lymburner, CEO of the Corporation, stated in the news release dated August 26, 2005 that “Funds raised through this arrangement will be used to continue building our business. In particular, they will be used to support our North America activities, including the sales efforts of our joint venture with GE Commercial Finance, and a number of customer application development projects currently underway”.

The financial agreement is expected to be finalized on or before September 9, 2005 subject to approval from the Corporation’s board of directors and appropriate regulatory bodies.

Item 6.  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7.  Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8.  Executive Officer

For further information, please contact:

Jeff Lymburner

Chief Executive Officer

(416) 640-0400

Item 9.  Date of Report

August 29, 2005

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