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 September, 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 September 26, 2005 ADB Systems International Ltd. (“ADB” or the “Company”) issued a press release, attached to this Form 6-K as Exhibit 1, announcing that Paul Godin resigned from the Company’s board of directors effective September 23, 2005 for personal reasons. ADB also announced that Dave Gelineau has been appointed to replace Mr. Godin as board member, pending regulatory approval. In connection with the announcement, the Company has also filed on 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 September 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: September 28, 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 MAKES CHANGES TO ITS BOARD OF DIRECTORS

Toronto, ON - September 26, 2005 - ADB Systems International (TSX: ADY; OTCBB: ADBYF), a global provider of asset lifecycle management solutions, announced today that Paul Godin has resigned from the Company’s board of directors effective September 23, 2005 for personal reasons. A co-founder of the company, Mr. Godin has served in a number of capacities, including CEO, chairman of the board, private investor, and most recently as an active board member.

“Paul has been an integral part of a unique and exciting business,” said Jeff Lymburner, CEO of ADB Systems. “We recently celebrated our 10^th anniversary, and there’s little doubt that without Paul as a driving force, we would never have achieved such a technology industry milestone. His energy, experience, and input will be missed by us all.”

ADB also announced that Dave Gelineau has been appointed to replace Mr. Godin as board member, pending regulatory approval.

Mr. Gelineau is based in Ottawa, and has more than 25 years of sales and marketing experience in the information technology sector working closely with public sector organizations. Mr. Gelineau currently works as a senior sales executive with Donna Cona, Canada’s leading aboriginal information technology services and consulting organization. Previously, Mr. Gelineau worked with Accenture, IBM and Xwave, and was responsible for identifying, constructing and implementing partnership strategies with Oracle, Sybase, Cognos, Hewlett-Packard as well as several dominant telecommunications companies.

“Dave’s impressive array of government industry contacts and deep understanding of how organizations identify and select technology solutions will be important assets to ADB,” Mr. Lymburner said. “We look forward to his many contributions to our board.”

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

- more-

ADB makes board changes/2

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. 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., Valhalla Executive Centre, 302 The East Mall, Suite 300, Etobicoke, Ontario, M9B 6C7

Item 2.Date of Material Change

September 26, 2005

Item 3.News Release

A press release was issued through the facilities of Canada NewsWire on September 26, 2005 and subsequently filed on SEDAR.

Item 4.Summary of Material Change

The Corporation announced changes to their board of directors on September 26, 2005.

Item 5.Full Description of Material Changes

ADB Systems International (the “Corporation”), a global provider of asset lifecycle management solutions, announced on September 26, 2005 that Paul Godin had resigned from the Corporation’s board of directors effective September 23, 2005 for personal reasons. A cofounder of the company, Mr. Godin served in a number of capacities, including CEO, chairman of the board, private investor, and most recently as an active board member.

The Corporation also announced that Dave Gelineau has been appointed to replace Mr. Godin as board member, pending regulatory approval.

Mr. Gelineau is based in Ottawa, and has more than 25 years of sales and marketing experience in the information technology sector working closely with public sector organizations. Mr. Gelineau currently works as a senior sales executive with Donna Cona, Canada’s leading aboriginal information technology services and consulting organization. Previously, Mr. Gelineau worked with Accenture, IBM and Xwave, and was responsible for identifying, constructing and implementing partnership strategies with Oracle, Sybase, Cognos, Hewlett-Packard as well as several dominant telecommunications companies.

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

N/A

Item 7.Omitted Information

No information has been omitted in respect of the material change.

Item 8.Executive Officer

Jeff Lymburner Chief Executive Officer Telephone: (416) 640-0400

Item 9. Date of Report

September 27, 2005