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 February, 2006

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- __________

EXHIBIT INDEX

Exhibit Number	Description
1	Press Release Dated February 9, 2006
2	Material Change Report Dated February 13, 2006

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: February 13, 2006	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 COMPLETES FUNDING ACTIVITIES; RAISES $755,000

Toronto, ON - February 9, 2006 - ADB Systems International (TSX: ADY; OTCBB: ADBYF), a global provider of asset lifecycle management solutions, announced today that it has successfully completed its previously announced private placement, securing proceeds of $755,000. The funds will be used to sustain the company’s activities including its joint venture with GE. All figures are $CDN.

ADB raised the proceeds through the issuance of secured subordinate convertible debentures to a group of investors comprising of institutional investors, private individuals, and members of ADB’s senior management and board of directors. Approximately 15 percent of the proceeds were contributed by company insiders.

Under the terms of the private placement, 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. The underlying securities are subject to a four-month and a day hold period. Each warrant is exercisable into one common share at an exercise price of $0.20 any time prior to the third-year anniversary of the closing date of the funding. If, after the hold period, the published closing trade price of ADB’s common shares on the TSX is greater or equal to $0.35 for 10 consecutive trading days, note holders will receive notice that their warrants expire in 60 days accordingly. The full exercise of warrants from this arrangement will generate proceeds of up to $1 million for the company.

ADB will pay debenture holders 11 percent interest per annum for unconverted debentures over the five-year term. Payment of interest 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 the 20 day weighted average trading price less permitted discount up to a maximum of common shares issuable in accordance with TSX rules. Accrued interest not satisfied by the issuance of shares will be paid in cash.

As a result of the financing arrangement, ADB will issue an estimated 10,585,729 common shares, including 5,033,333 common shares upon conversion of the debentures, 5,033,333 common shares upon the exercise of warrants, which are exercisable at $0.20 subject to the accelerated expiry terms explained above and an estimated 519,063 common shares in lieu of cash interest payments.

-more-

ADB completes funding/2

ADB’s board of directors, including independent directors, considered the proposed private placement and unanimously passed a resolution approving the terms. ADB has also received conditional approval from the TSX for its financing arrangement.

The insider portion to the private placement is exempt from the valuation and minority approval requirements of OSC Rule 61-501 since the fair market value of the private placement is less than 25 percent of the market capitalization of the company. Management felt that closing the private placement as soon as possible following its initial announcement was reasonable in the circumstances.

This news release shall not constitute an offer to sell or the solicitation for an offer to buy nor share there by 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.

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-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. Dates of Material Change

February 9, 2006

Item 3. News Release

A press release disclosing the nature and substance of the material changes were issued through the facilities of Canada NewsWire on February 9^th, 2006 and were filed on SEDAR.

Item 4. Summary of Material Changes

The Corporation announced on February 9, 2006 that it had successfully completed its previously announced private placement, securing gross proceeds of $755,000 (CDN). The Corporation raised the proceeds 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, including Chris Bulger, Jeff Lymburner, and Jim Moskos. Approximately 15 percent of the proceeds were raised by Corporation insiders.

Item 5.  Full Description of Material Change

Closing of Private Placement

The Corporation announced on February 9, 2006 that it had successfully completed its previously announced funding arrangement, securing gross proceeds of $755,000 (CDN). The Corporation raised the proceeds 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, including Chris Bulger, Jeff Lymburner, and Jim Moskos. Approximately 15 percent of the proceeds were raised by Corporation insiders.

Under the terms of the private placement, 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. The underlying securities are subject to a four month and one day hold period. Each Warrant is exercisable into one Common Share at an exercise price of $0.20, any time prior to the earlier of (i) the third year anniversary of the closing date and (ii) the date which is sixty (60) days following the issuance of a notice by the Corporation to holders confirming that the closing price of the common shares of the Corporation on the Toronto Stock Exchange was greater than or equal to $0.35 for any 10 consecutive trading days, following the 4 months and one day hold period from the date of issuance of the Warrant. The Corporation will pay debenture holders 11 percent interest per annum for unconverted debentures over the five-year term. Payment of interest 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 the 20 day weighted average trading price less permitted discount up to a maximum of 8,463,292common shares. Accrued interest not satisfied by the issuance of shares will be paid in cash.

As a result of the financing arrangement, ADB will issue an estimated 10,585,729 common shares, including 5,033,333 common shares upon conversion of the debentures, 5,033,333 common shares upon the exercise of warrants, which are exercisable at $0.20 subject to the accelerated expiry terms set out above and an estimated 519,063 common shares in lieu of cash interest payments.

Mr. Jeffrey Lymburner, an officer of the Corporation, Mr. Chris Bulger, a director of the Corporation and Mr. Jim Moskos, an officer of the Corporation subscribed for an aggregate principal amount of $36,250, $56,250 and $12,500 of debentures, respectively. The issue of debentures to these individuals is a related party transaction under Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions (“OSC Rule 61-501”).

The Corporation’s board of directors, including the independent directors, considered the proposed private placement and unanimously passed a resolution approving the terms of the private placement. The insider portion to the private placement is exempt from the valuation and minority approval requirements of OSC Rule 61-501 because the fair market value of the insider private placement is less than 25 percent of the market capitalization of the Corporation. The material change report respecting the initial announcement of the private placement was filed less than twenty-one days prior to closing of the private placement as management felt that closing the private placement as soon as possible following its initial announcement was reasonable in the circumstances. The Corporation has also received conditional approval from the TSX for the private placement.

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

February 13, 2006

- 2 -