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 October, 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 October 3, 2005 ADB Systems International Ltd. (“ADB” or the “Company”) issued a corporate update in the form of the press release attached to this Form 6-K as Exhibit 1 announcing the resignation of Jan Pederson from the Company’s Board of Directors, continued advances in customer related activities and that the Company’s ProcureMate application development is on schedule. In connection with Jan Pederson’s resignation, the Company has also filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) the Material Change Report attached to this Form 6-K as Exhibit 2.

On October 13, 2005 the Company issued a press release attached to this form as Exhibit 3, announcing managerial changes and an update on Third Quarter guidance. The Company announced that Chris Bulger has been appointed the chairman of the Board of Directors of the Company and that Mike Robb has resigned his position as chief financial officer of the Company effective as of October 14, 2005. Mr. Bulger will oversee the chief financial officer responsibilities previously handled by Mr. Robb. The Company also announced it is adjusting its revenue guidance for the third quarter of 2005 to approximately $1.1 million. Third Quarter financial results will be released after close of markets on November 9, 2005 and a conference call will be held on November 10, 2005 at 10:00 a.m. to discuss financial results and review operational activities. In connection with the announcement, the Company has also filed on SEDAR the Material Change Report attached to this Form 6-K as Exhibit 4.

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 October 3, 2005

Exhibit 2 - Material Change Report dated October 11, 2005

Exhibit 3 - Press Release dated October 13, 2005

Exhibit 4 - Material Change Report dated October 20, 2005

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: October 25, 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 SYSTEMS PROVIDES CORPORATE ACTIVITY UPDATE

Makes board change; extends customer relationships; enhances technology applications

Toronto, ON - October 3, 2005 - ADB Systems International (TSX: ADY; OTCBB: ADBYF), a global provider of asset lifecycle management solutions, today provided an activity update on recent operational, customer, and technology development activities.

Board Change

ADB announced that Jan Pedersen has resigned from the Company’s Board of Directors effective September 30, to devote more attention to and focus on operational activities of its Norwegian business unit. Mr. Pedersen remains an active member of ADB’s management team and the senior executive for the Company’s Norway business unit, which has enjoyed a number of successes in recent months.

Customer Activities

The Company also announced that it continues to advance its customer-related activities.

“Recent efforts have resulted in new customer wins with organizations such as Star Energy, a number of customized application development projects for BP, GE and Paramount Resources, and the expanded use of our technology within the National Health Service as evidenced by the deployment of our procurement capabilities within the Sandwell PCT, Luton and Dunstable trusts within the last few weeks,” said Jeff Lymburner, CEO of ADB Systems.

As part of these customer efforts, ADB also announced that it has extended the terms of a customer agreement with the State of Tennessee, which has used ADB’s asset management technology for more than 10 years.

Technology Enhancements

The Company also announced that it is proceeding on schedule with the next major release of ProcureMate, ADB’s electronic procurement application.

“We have devoted considerable resources and efforts to ensuring that our procurement technology stays at the leading edge,” Mr. Lymburner said “We believe the latest enhancements will allow us to tap into a market of organizations looking for greater cost savings and improved efficiencies from their purchasing activities.”

- more-

ADB provides activity update/2

Currently in testing, ProcureMate’s significant new enhancements will make it easier than ever for organizations to automate the purchasing lifecycle and managed associated costs.

The new release is architected on the Microsoft .net platform and is fully integrated with ADB’s Workmate asset management suite. Vesta, Vinmonopolet and the NHS are among the organizations that have previously deployed and benefited from ADB’s electronic procurement capabilities.

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 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

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

Item 2.  Date of Material Change

October 3, 2005

Item 3. News Release

A news release disclosing the nature and substance of the material change was issued through the facilities of CanadaNewsWire on October 3, 2005 and was filed on SEDAR.

Item 4. Summary of Material Changes

The Corporation announced that Jan Pedersen has resigned from the Corporation’s Board of Directors effective September 30, to devote more attention to and focus on operational activities of its Norwegian business unit. The Corporation also announced that it continues to advance its customer-related activities and that it is proceeding on schedule with the next major release of ProcureMate, the Corporation’s electronic procurement application.

Item 5. Full Description of Material Changes

Board Change

ADB announced that Jan Pedersen has resigned from the Corporation’s Board of Directors effective September 30, to devote more attention to and focus on operational activities of its Norwegian business unit. Mr. Pedersen remains an active member of ADB’s management team and the senior executive for the Corporation’s Norway business unit.

Customer Activities

The Corporation also announced that it continues to advance its customer-related activities.

Mr. Jeff Lymburner, CEO of the Corporation, stated in the news release dated October 3, 2005 that “Recent efforts have resulted in new customer wins with organizations such as Star Energy, a number of customized application development projects for BP, GE and Paramount Resources, and the expanded use of our technology within the National Health Service as evidenced by the deployment of our procurement capabilities within the Sandwell PCT, Luton and Dunstable trusts within the last few weeks.”

As part of these customer efforts, ADB also announced that it has extended the terms of a customer agreement with the State of Tennessee, which has used ADB’s asset management technology for more than 10 years.

Technology Enhancements

The Corporation also announced that it is proceeding on schedule with the next major release of ProcureMate, ADB’s electronic procurement application.

Mr. Lymburner also stated in the news release dated October 3, 2005 that “We have devoted considerable resources and efforts to ensuring that our procurement technology stays at the leading edge. We believe the latest enhancements will allow us to tap into a market of organizations looking for greater cost savings and improved efficiencies from their purchasing activities.”

Currently in testing, ProcureMate’s significant new enhancements will make it easier for organizations to automate the purchasing lifecycle and managed associated costs.

The new release is architected on the Microsoft.net platform and is fully integrated with ADB’s Workmate asset management suite. Vesta, Vinmonopolet and the NHS are among the organizations that have previously deployed and benefited from ADB’s electronic procurement capabilities.

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

October 11, 2005

2

EX-3

Exhibit 3

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 PROVIDES CORPORATE UPDATE

Names new chairman; Makes management change; Updates Q3 guidance

Toronto, ON - October 13, 2005 - ADB Systems International (TSX: ADY; OTCBB: ADBYF), a global provider of asset lifecycle management solutions, announced today a number of organizational changes and updated its guidance for third quarter performance.

The company announced that Chris Bulger has been appointed chairman of ADB’s board of directors. Mr. Bulger has extensive experience in the technology and financial services industries. He is CEO of Megawheels Technologies Inc., and has previously served as CEO of eLab Technology Ventures and as a partner with HDL Capital Corporation. Mr. Bulger, a chartered financial analyst and a graduate of INSEAD, has been a member of ADB’s board of directors since 1996, and has been active on its audit and corporate governance committees.

“As a member of the board, Chris has been instrumental in helping to shape ADB’s strategic direction and providing recommendations on how to best realize our corporate, financial and operational objectives,” said Jeff Lymburner, CEO of ADB Systems. “I look forward to working more closely with Chris, and now being able to devote more effort to sales and customer activities.”

ADB also announced that Mike Robb has resigned as chief financial officer. Mr. Robb’s responsibilities will be overseen by Mr. Bulger, who previously served as the company’s CFO from 1996 to 1998.

Updates Q3 guidance and schedules reporting of results

ADB also announced it is adjusting its guidance for revenue for the third quarter of 2005 to approximately $1.1 million.

“Although we anticipated greater growth, our revenue performance in Q3 resulted in a year-over-year improvement of approximately 24 percent,” Mr. Lymburner said. “In addition, we generated $150,000 in deferred revenues for the third quarter that will be recognized in Q4.”

ADB also announced that it will release its third quarter financial results on November 9, 2005 following the close of the markets. ADB will hold a conference call at 10:00 a.m. (Eastern time) on Thursday, November 10 to discuss its financial results and review operational activities.

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 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-4

Exhibit 4

ADB SYSTEMS INTERNATIONAL LTD.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

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

Item 2. Date of Material Change

October 13, 2005

Item 3. News Release

A news release disclosing the nature and substance of the material change was issued through the facilities of Canada NewsWire on October 13, 2005 and was filed on SEDAR.

Item 4. Summary of Material Changes

The Corporation announced that Chris Bulger has been appointed chairman of the Corporation’s board of directors and that Mike Robb has resigned from the position of chief financial officer. The Corporation also announced that it is adjusting its guidance for revenue for the third quarter of 2005 to approximately $1.1 million.

Item 5. Full Description of Material Changes

Organizational Changes

The Corporation announced that Chris Bulger has been appointed chairman of the Corporation’s board of directors. Mr. Bulger has extensive experience in the technology and financial services industries. He is CEO of Megawheels Technologies Inc., and has previously served as CEO of eLab Technology Ventures and as a partner with HDL Capital Corporation. Mr. Bulger, a chartered financial analyst and a graduate of INSEAD, has been a member of ADB’s board of directors since 1996, and has been active on its audit and corporate governance committees.

Mr. Jeff Lymburner, CEO of the Corporation, stated in the press release dated October 13, 2005 that: “As a member of the board, Chris has been instrumental in helping to shape ADB’s strategic direction and providing recommendations on how to best realize our corporate, financial and operational objectives. I look forward to working more closely with Chris, and now being able to devote more effort to sales and customer activities.”

The Corporation also announced that Mike Robb has resigned as chief financial officer. Mr. Robb’s responsibilities will be overseen by Mr. Bulger, who previously served as the Corporation’s CFO from 1996 to 1998. The Corporation intends to include in a future press release disclosure of the person that will undertake Mr. Robb’s responsibility for certification of the Corporation’s financial statements.

Update to Q3 Guidance

The Corporation also announced it is adjusting its guidance for revenue for the third quarter of 2005 to approximately $1.1 million.

Mr. Lymburner stated in the press release dated October 13, 2005 that: “Although we anticipated greater growth, our revenue performance in Q3 resulted in a year-over-year improvement of approximately 24 percent. In addition, we generated $150,000 in deferred revenues for the third quarter that will be recognized in Q4.”

The Corporation also announced that it will release its third quarter financial results on November 9, 2005 following the close of the markets. ADB will hold a conference call at 10:00 a.m. (Eastern time) on Thursday, November 10 to discuss its financial results and review operational activities.

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

October 20, 2005

2