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

FORM 10-QSB/A
(AMENDMENT NO. 1)

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Transition Period from ________ to ___________

Commission File No.: 0-32523

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

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

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

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

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

As of May 5, 2005, 65,257,155 shares of the issuer's Common Stock were
outstanding.

Transitional Small Business Disclosure Format (check one): Yes No X .
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EXPLANATORY NOTE

DOBI Medical International, Inc. is filing this Amendment No. 1 to its
Quarterly Report on Form 10-QSB for the three months ended March 31, 2005 (the
"Form 10-QSB"), which was originally filed on May 16, 2005, solely to amend and
replace Item 2 of the Form 10-QSB. When originally filed, the Form 10-QSB
contained an incorrect reference in the "Liquidity and Capital Resources"
section of Item 2 with respect to the date through which DOBI Medical believes
that its recent financing transaction will meet its funding needs.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We completed a reverse merger transaction on December 9, 2003 with
Lions Gate Investment Limited, a Nevada corporation formed on October 29, 1999.
Until the merger, Lions Gate engaged in oil and gas exploration activities,
which Lions Gate discontinued following the merger and succeeded to the business
of DOBI Medical Systems, Inc. The directors and management of DOBI Medical
Systems thereupon became the directors and management of Lions Gate. On January
30, 2004, we changed our corporate name from Lions Gate Investment Limited to
DOBI Medical International, Inc. and changed our state of incorporation from
Nevada to Delaware pursuant to an Agreement and Plan of Merger, dated as of
January 29, 2004, between Lions Gate and DOBI Medical International. DOBI
Medical Systems currently remains a wholly-owned subsidiary of DOBI Medical
International.

DOBI Medical Systems, LLC was formed as a Delaware limited liability
company in October 1999. In December 1999, DOBI Medical Systems, LLC acquired
substantially all the assets of Dynamics Imaging, Inc., including a number of
patents and trade secrets that form the basis for its current proprietary
technology. On January 1, 2003, DOBI Medical was incorporated in Delaware and
became DOBI Medical Systems, Inc. Since the reverse merger transaction on
December 9, 2003, DOBI Medical Systems, Inc. has been a wholly-owned subsidiary
of DOBI Medical International, Inc.

Since our future business will be that of DOBI Medical only, the
information in this report is that of DOBI Medical International as if DOBI
Medical Systems. had been the registrant for all the periods presented in this
report. Management's Discussion and Analysis or Plan of Operation presented in
this Item 2 and the audited consolidated financial statements presented in Item
1 of this report include those of DOBI Medical Systems prior to the reverse
merger, as these provide the most relevant information for us on a continuing
basis.

For accounting purposes DOBI Medical Systems was the acquirer in the
reverse merger transaction, and consequently the transaction is treated as a
recapitalization of the company. DOBI Medical's financial statements are the
historical financial statements of the post-merger entity, DOBI Medical
International.

OVERVIEW

We are a developmental-stage company with no significant revenues. Our
goal is to establish the ComfortScan(TM) system as the new standard of breast
imaging diagnostic care in the United States and international medical
community. The first steps in attaining this goal are to receive U.S. Federal
Food and Drug Administration ("FDA") approval for our ComfortScan(TM) system as
an adjunct to mammography and establish our ComfortScan system as a recognized
and widely utilized technology to aid physicians in the effective diagnosis of
breast cancer.

During 2004, we released version 1.0 of our ComfortScan system, renewed
our CE Mark, established FDA and quality systems standards, invested in
production-level tooling, established a manufacturing facility compliant with
good manufacturing practices, received our FDA Export Certificate, finalized
agreements with several international distributors in select countries in Latin
America, Europe and the Asia-Pacific regions, verified and validated our first
release of the ComfortScan system, and sold and shipped 12 revenue-producing and
production level ComfortScan investigative units to international markets for
the purpose of conducting local clinical regulatory and marketing studies. In
addition, our PMA clinical trial protocol was accepted by the FDA, we delivered
and installed our first ComfortScan system in our first three PMA sites, and we
trained and commenced the collection of patient scan data pursuant to our PMA
clinical trial protocol.

In 2005, we intend to complete our PMA clinical trial and submit our
PMA application to the FDA, sell ComfortScan systems through our international
distributors in order to generate clinical results supporting the use of our
ComfortScan system as an adjunct to mammography. We plan to continue to seek
distribution alliances in international markets in order to obtain local
regulatory approval and acquire patient scans in our research and development
efforts. We will continue to develop and enhance our ComfortScan system by
releasing new versions of our software and perhaps hardware to the international
marketplace. We intend to place added emphasis internationally in developing
clinical research sites with physicians, and have them publish peer review
clinical papers so as to better seed the international market and more quickly
gain physician adoption, assuming the ComfortScan system obtains local
regulatory approval for commercial sale as a medical device.

In November 2004, after successful completion of verification and
validation testing in accordance with current quality systems regulations, and
with outside, independent physicians as readers, we released our first
production level version 1.0 ComfortScan system as an investigational device. In
late 2004, we sold and shipped 12 revenue producing, production level
ComfortScan investigational systems to international distributors for conducting
local clinical studies. Subsequently, in January 2005, in connection with the
development of version 2.0 of our ComfortScan system, internal testing by
non-physician employees raised concerns about scan acceptance rates,
repeatability performance, and the overall diagnostic accuracy. With the
assistance of leading academic and clinical experts, we have made significant
progress towards successfully resolving these concerns. We have released our
ComfortScan 2.0 acquisition software to our PMA sites, and we have installed our
beta ComfortView 2.0 reading software for testing in a few international
clinical sites. We have substantially resolved the acceptance rate issue and
have made substantial progress towards resolving the repeatability issue. We are
currently on target to release version 2.0 of our ComfortScan system in the 2005
second quarter, although there can be no assurance that we will do so. We
believe that the emergence and resolution of concerns such as these arise within
the ordinary course of medical device product development efforts and result in
the continued improvement of the medical device and its underlying technology.
We do not currently believe that the improvements we have made to our software
and hardware in connection with the development of ComfortScan system 2.0 will
require reinitiating our PMA clinical trial. If there were to be such a delay,
our best estimate is that our PMA submission to the FDA may be delayed by up to
twelve months.

In connection with our 2005 goals, we expect our expenses to be
approximately $1.8 million per quarter. In addition, we expect that PMA clinical
trial project costs, including PMA site fees, clinical research organization
fees, PMA site monitoring fees, and physician fees will be approximately $3.0
million in 2005. While we believe that we will achieve these goals, there can be
no assurance that we will do so.

We have generated insignificant ComfortScan system revenues to date
and, therefore, can draw no conclusions regarding the seasonality of our
business.

The accompanying financial statements in Item 1 of this report have
been prepared assuming that we will continue as a going concern. We are
currently a development stage enterprise and, as such, our continued existence
is dependent upon our ability to resolve our liquidity problems, principally by
obtaining additional debt or equity financing. We have yet to generate a
positive internal cash flow and, until meaningful sales of our product begin, we
are totally dependent upon debt and equity funding.

In the event that we are unable to obtain debt or equity financing or
we are unable to obtain financing on terms and conditions that are acceptable to
us, we may have to cease or severely curtail our operations. These factors raise
substantial doubt about our ability to continue as a going concern.. So far we
have been able to raise the capital necessary to reach this stage of product
development and have been able to obtain funding for operating requirements, but
there can be no assurance that we will be able to continue to do so. Moreover,
there is no assurance that if and when FDA premarket approval is obtained, that
our ComfortScan system will achieve market acceptance or that we will achieve a
profitable level of operations. The accompanying financial statements in Item 1
of this report do not include any adjustments that might be necessary should we
be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

We generally recognize revenue upon the shipment of our product to our
customers except for the initial maintenance component. That component is
deferred and is recognized on a straight-line basis over the initial maintenance
term.

In order to achieve our goals, we incur research and development
expenses, general and administrative expenses, clinical expenses and sales and
marketing expenses.

Research and development expenses consist primarily of compensation,
benefits and related expenses for personnel engaged in research and development
activities, outside contract and consulting expenses, material and supplies, and
personnel costs to produce prototype units and develop manufacturing processes,
methods and templates.

General and administrative expenses consist of compensation, benefits
and related expenses for personnel engaged in general management, finance and
administrative positions. They also include expenses for financial advisory,
legal and accounting fees, medical and scientific advisory board expenses,
insurance and other expenses.

Clinical program expenses consist of compensation, benefits and related
expenses for personnel engaged in clinical related activities. These expenses
also include costs of developmental studies, consultants, and that portion of
travel and general corporate expenses allocated to that department.

Sales and marketing expenses consist of compensation, benefits and
related expenses for personnel engaged in sales, marketing, and related business
development activities. These expenses also include consultants, printing of
promotional materials, trade shows and that portion of travel and general
corporate expenses allocated to that department.

We account for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes ("SFAS No. 109). SFAS No. 109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
primarily from tax loss carry forwards. The Company has established a valuation
allowance related to the benefits of net operating losses for which utilization
in future periods is uncertain. We believe it is more likely than not that we
will not realize the benefits of these deductible differences in the near future
and therefore a full valuation allowance of approximately $4,900,000 is
provided.

As of December 31, 2004, we had approximately $12,000,000 of federal
net operating losses available to offset future taxable income, which if not
utilized will expire in 2024. No provision for income taxes has been recorded in
the financial statements as a result of continued losses. Any benefit for income
taxes as a result of utilization of net operating losses may be limited as a
result of change in control.

The preparation of financial statements are in conformity with
accounting principles generally accepted in the United States and requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates. As a development stage enterprise, we have not had to make
material estimates which have an effect on financial presentation.

OFF-BALANCE SHEET ARRANGEMENTS

Our office facilities are subject to a five-year operating lease
requiring monthly lease payments of approximately $20,000 per month. We have no
other material off-balance sheet arrangements or liabilities.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2005 AND 2004

Revenues for the quarter ended March 31, 2005 was approximately
$62,000. Limited sales began in the quarter ended December 31, 2004 and
therefore, there were no sales to compare with for the prior year.

Cost of sales was approximately $246,000 for the three months ended
March 31, 2005 creating a gross loss of approximately $183,000 due to the
limited sales for the period. We maintain a manufacturing facility with a
break-even point of approximately 15 devices per quarter. Production volumes of
less than 15 units per quarter will continue to negatively affect gross profit
margins. In 2005, we plan to produce approximately 40 devices in order to meet
our PMA clinical site and international sales requirements.

Research and development expenses decreased approximately $56,000, or
11%, from $504,000 to approximately $448,000 for the three months ended March
31, 2005 compared to the prior year. Approximately $82,000 in various resources
that were within the research and development group in the 2004 have been
reassigned to manufacturing as part of the establishment of the production
facilities. We expended approximately $20,000 more for the three months ended
March 31, 2005 compared to the prior year for additional personnel as part of
the upgrading and documentation of our investigational prototypes of the
ComfortScan system for developmental testing and for refining the engineering of
the hardware and software. In addition, we expended an additional $78,000 over
the prior year's corresponding period to obtain clinical scans solely for
research and development purposes, to upgrade previously built prototypes, to
modify initial tooling for pre-production units, and for other research and
development purposes. Costs related to design and materials for construction of
prototype equipment decreased approximately $81,000 for the three months ended
March 31, 2005 compared to the comparative prior year.

General and administrative expenses increased approximately $318,000,
or 67%, from $477,000 to approximately $795,000 for the three months ended March
31, 2005 compared to the prior year. This increase was primarily due to higher
payroll costs including performance bonuses to the Chief Executive Officer and
Chief Financial Officer of approximately $173,000 and other payroll costs of
approximately $83,000 related to the increase staffing compared to the prior
year. In addition, outside consulting and board of director costs of
approximately $56,000.

Clinical program expenses increased approximately $257,000, to $386,000
for the three months ended March 31, 2005 compared to the prior year due to the
commencement of the PMA clinical trials. These additional costs included device
costs, site costs, personnel and consulting costs and travel expenses.

Sales and marketing expenses of approximately $260,000 for the three
months ended March 31, 2005 reflect an increase of approximately $54,000
compared to the three months ended March 31, 2004. This was primarily due to
having additional costs for participation it exhibits increasing an awareness of
the Company and its products of $56,000, additional personnel costs in the
amount of $76,000, offset by a decreased costs of approximately $93,000 in
investor relations programs.

Interest expense for the three months ended March 31, 2005 and March
31, 2004 was insignificant.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations since inception through private
issuances of equity and debt securities, generating approximately $38,500,000 in
gross proceeds to date, described chronologically below.

Prior to its merger into a publicly traded company in December 2003,
DOBI Medical raised approximately $14.58 million in gross proceeds through the
sale of common stock, preferred stock and convertible debt, which were converted
into shares of the publicly-traded company, DOBI Medical International, Inc. in
December 2003.

In December 2003, DOBI Medical Systems merged into a publicly-traded
company, Lions Gate Investment Limited, which became the surviving entity (in
January, 2004 Lions Gate changed its corporate name to DOBI Medical
International, Inc.), and simultaneously completed the first tranche of a
two-tranche private placement in which we issued 5,500,000 shares of common
stock at a price of $1.00 per share and three-year warrants to purchase
2,750,000 shares of common stock at an exercise price of $1.54 per share,
generating gross proceeds of $5,500,000.

In July 2004, we completed the private placement of approximately $5.16
million in shares of our series A preferred convertible stock and associated
warrants. The shares of series A preferred stock sold in the private placement
carry a dividend of 8% per year and were initially convertible into 2,580,667
shares of common stock. We also issued four-year investor warrants to purchase
2,580,667 shares of common stock at a price of $3.00 per share. In connection
with the closing of the second tranche of the December 2003 private placement
and the March 2005 private placement, the number of common shares into which the
series A preferred stock is convertible was increased to approximately 3,839,496
shares, reflecting anti-dilution adjustments.

At the closing of the performance milestone-based second tranche in
December 2004, we issued 6,000,002 shares of common stock at a price of $.50 per
share, generating gross proceeds of approximately $3,000,000. In that
connection, we issued three-year warrants to purchase 3,000,000 shares of common
stock at an exercise price of $1.54 per share.

On March 30, 2005, we completed a private placement of 21,000,000
shares of our common stock at a price of $.50 per share, and warrants to
purchase 10,500,000 shares of our common stock at an exercise price of $.75 for
the first 5,250,000 warrant shares and $1.25 for the next 5,250,000 warrant
shares, resulting in aggregate gross cash proceeds of $10,500,000 and
approximate net cash proceeds of $9,665,000. We believe that with these proceeds
we will meet our funding needs into the first half of 2006.

As of March 31, 2005, we had cash and cash equivalents of approximately
$10,250,000. Net cash used in operating activities during 2004 totaled
approximately $6,500,000, and capital expenditures totaled approximately
$720,000. For 2005, we have no significant capital expenditure commitments. Our
goals for 2005 are to submit our PMA application for the ComfortScan system as
an adjunct to mammography to the FDA by the end of 2005 and sell ComfortScan
systems through our international distributors. In connection with our 2005
goals, we expect our expenses to be approximately $1.8 million per quarter. In
addition, we expect that PMA clinical trial project costs, including PMA site
fees, clinical research organization fees, PMA site monitoring fees, and
physician fees will be approximately $3.0 million in 2005. While we believe that
we will achieve these goals, we cannot guarantee that we will do so.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

Statements in this report contain information that includes or is based
upon certain "forward-looking statements" relating to our business. These
forward-looking statements represent management's current judgments and
assumptions as of the date of this report. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or current
facts, and are frequently accompanied by the use of such words as "may," "will,"
"anticipates," "plans," "believes," "expects," "projects," "intends," "seeks,"
"anticipates," and similar expressions. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors, including without
limitation, successful verification and validation for release of our
ComfortScan 2.0 system; those relating to our ability to timely and successfully
complete our patient clinical trials; our ability to timely and successfully
complete and submit our premarket approval application to the FDA; the timely
and final approval by the FDA of our ComfortScan system as a adjunct to
mammography, which approval in the U.S. cannot be assured; the submission and
final approval of our ComfortScan system in various international markets, which
approval cannot be assured; the success and continued improvements in our
product development and research efforts; our ability to timely meet U. S. and
foreign government laws and industry standards; our ability to meet U.S. and
foreign medical device quality regulation standards required to maintain our CE
Mark, and to maintain our ISO, UL and FDA export certifications; our ability to
timely and successfully ship and deliver our products into international
markets; the acceptance and use of our ComfortScan system by physicians,
hospitals,

imaging clinics, and patients; and our ability to obtain adequate third party
coverage, coding and reimbursement from U.S. and foreign government and private
payers.

Any one of these or other risks, uncertainties, other factors or any
inaccurate judgments and assumptions could cause actual results to be materially
different from those described herein or elsewhere by us. We caution readers not
to place undue reliance on any such forward-looking statements, which speak only
as of the date any such statements were made. Certain of these risks,
uncertainties, and other factors are described in greater detail in our filings
from time to time with the U.S. Securities and Exchange Commission, which we
strongly urge you to read and consider, including the "Investment
Considerations" and the "Cautionary Factors That May Affect Future Results" as
set forth in our 2004 Annual Report on Form 10-KSB(as amended) and our
Registration Statement on Form SB-2 filed with the U.S. Securities and Exchange
Commission, all of which may be accessed from our website at
www.dobimedical.com. Subsequent written and oral forward-looking statements
attributable to us or to persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements set forth above and elsewhere in our
reports filed with the Securities and Exchange Commission. We expressly disclaim
any intent or obligation to update any forward-looking statements.

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: May 26, 2005

DOBI MEDICAL INTERNATIONAL, INC.

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

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