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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                          Commission File No.: 0-32523

                        DOBI MEDICAL INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


                 DELAWARE                                98-0222710
     -------------------------------        ------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)


          1200 MACARTHUR BLVD.
          MAHWAH, NEW JERSEY                                07430
----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)


                                 (201) 760-6464
                           ---------------------------
                           (Issuer's telephone number)


Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.0001 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The issuer's revenues for its fiscal year ended December 31, 2004 were $321,266.

The aggregate market value of the voting and non-voting stock held by
non-affiliates of the issuer was approximately $13,479,000, based on the closing
price of $0.67 per share on March 7, 2005, as quoted by the OTC Bulletin Board.

As of March 11, 2005, 44,257,155 shares of the issuer's Common Stock were
outstanding.

Transitional Small Business Disclosure Format (check one):  Yes       No [X]
                                                                ---      ---

DOCUMENTS INCORPORATED BY REFERENCE:  NONE.


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                                EXPLANATORY NOTE

         DOBI Medical International, Inc. is filing this Amendment No. 1 to its
Annual Report on Form 10-KSB for the year ended December 31, 2004 (the "2004
Form 10-KSB"), which was originally filed on March 11, 2005, solely to amend and
replace the cover page of the 2004 Form 10-KSB. When originally filed, the 2004
Form 10-KSB contained an incorrect calculation of the aggregate market value of
the voting and non-voting stock held by non-affiliates of DOBI Medical.


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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated:  April 19, 2005          DOBI MEDICAL INTERNATIONAL, INC.



                                By: /s/Phillip C. Thomas
                                    --------------------------------------------
                                    Phillip C. Thomas
                                    Chief Executive Officer
                                    (principal executive officer)


                                By: /s/Michael R. Jorgensen
                                    --------------------------------------------
                                    Michael R. Jorgensen
                                    Executive Vice President and Chief
                                    Financial Officer
                                    (principal financial and accounting officer)