================================================================================

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

--------------------
SCHEDULE 14C
--------------------

INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. __)

Check the appropriate box:

|X| Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14c-5(d) (2))
[ ] Definitive Information Statement

DOBI Medical International, Inc.
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

================================================================================

DOBI MEDICAL INTERNATIONAL, INC.
1200 MacArthur Blvd.
Mahwah, New Jersey 07430

INFORMATION STATEMENT AND NOTICE OF ACTION TAKEN WITHOUT A MEETING
OF STOCKHOLDERS

We are not asking for a proxy and
you are requested not to send us a proxy

INTRODUCTION

This Information Statement and Notice of Action Taken Without a Meeting
of Stockholders is being furnished by us to our stockholders of record as of
March 21, 2006, to inform them of the March 31, 2006 approval by written
consent of stockholders owning a majority, as of the record date, of our
outstanding shares of common stock, the only class of our voting securities
outstanding as of the record date, of an amendment to our Certificate of
Incorporation to increase the aggregate number of authorized shares of our
common stock from 140 million to 340 million.

This information statement is dated April 14, 2006 and is first being
sent or given to our stockholders as of the record date on or about April 14,
2006.

VOTING RIGHTS AND OUTSTANDING SHARES

The amendment to our Certificate of Incorporation was approved by
written stockholder consent on March 31, 2006, by our stockholders owning a
majority of the outstanding shares of our common stock. As of the date of the
stockholder consent, our only outstanding voting securities were our shares of
common stock. Holders of our series A convertible preferred stock do not have
voting rights.

As of the date of the stockholder consent, there were issued and
outstanding a total of 66,410,598 shares of common stock. With respect to the
action approved by the stockholder consent, each share of our common stock
entitled its holder to one vote. The stockholder consent was signed by holders
of 34,181,809 (or 51.47%) of the 66,410,598 votes that were entitled to be cast
on these matters.

As a result of requirements under applicable federal securities and
state law, the stockholder consent will not be effective, and therefore the
amendment to our Certificate of Incorporation cannot occur, until at least 20
calendar days after this information statement is sent or given to our
stockholders of record as of the record date.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the number of
shares of our common stock beneficially owned on February 2, 2006 by:

o Each person who is known by us to beneficially own 5% or more of
our common stock;

o Each of our directors and executive officers; and

o All of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. Shares of our common stock which may

be acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within 60 days after the date indicated
in the table are deemed beneficially owned by the optionees. Subject to any
applicable community property laws, the persons or entities named in the table
above have sole voting and investment power with respect to all shares indicated
as beneficially owned by them.

Percentage of
Shares
Number of Shares Beneficially
Beneficially Owned Owned (1)
------------------ ---------

Lake Worth Ventures, Inc. 8,310,236 12.2%
c/o Mr. David H. Clarke
777 South Flagler Drive - Suite 1100
West Palm Beach, FL 33401

David H. Clarke 10,859,086(2) 15.9%
777 South Flagler Drive
Suite 1112
West Palm Beach, FL 33401

Brad Baker 88,000 *

Steve M. Barnett 50,000 *

William Li, M.D. 69,500 *

Robert B. Machinist 810,189 1.2%

Phillip C. Thomas 3,252,503 4.9%

Webb W. Turner 2,689,003(3) 4.0%
400 East 50th Street
New York, NY 10022

Michael R. Jorgensen 601,875 *

Martin Solomon 4,633,636(4) 6.9%
1643 Brickell Ave.
Suite 4902
Miami, FL 33129

Basso Private Opportunity 4,964,450 7.3%
Holding Fund and Affiliates (5)
1266 S. Main Street, 4th Floor
Stamford, CT 06902

All directors and executive officers as 18,420,156 27.3%
a group (8 persons)

-----------------------------
*Less than 1% of outstanding shares.

(1) Based upon 66,391,514 shares of common stock outstanding on
January 6, 2006, as calculated in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. Unless otherwise
indicated, this includes shares owned by a spouse, minor children
and any entities owned or controlled by the named person. It also
includes shares that any named person has the right or option to
acquire within 60 days of the date of this prospectus. Unless
otherwise noted, shares are owned of record and beneficially by
the named person.

(2) Includes 6,507,721 shares of common stock and warrants and series
A preferred stock convertible into 1,802,515 shares of common
stock owned by Lake Worth Ventures, Inc., 6,500 shares of common
stock owned by affiliates of Lake Worth Ventures, which are
controlled by David H. Clarke and stock options to purchase
73,750 shares of common stock granted to David H. Clarke.

(3) Includes 2,600,003 shares of common stock owned by Dynamics
Imaging, Inc. Mr. Turner is the Chairman of the Board of Dynamics
Imaging, Inc.

(4) Includes 1,745,454 shares of common stock and warrants to
purchase 486,364 shares of common stock owned by Haslemere
Partners LTDA, of which Mr. Solomon is the general partner.

(5) Basso Capital Management, L.P. or Basso, is the Investment
manager to each of Basso Multi-Strategy Holding Fund Ltd. and
Basso Private Opportunity Holding Fund Ltd. Howard I. Fischer is
a managing member of Basso GP, LLC, the General Partner of Basso,
and as such has investment power and voting control over the
securities held by each fund. The funds beneficially own a total
of 6,430,500 shares or 9.4% of the shares listed in note 1 above.

Except as otherwise set forth above, the address of each of the persons
listed is c/o DOBI Medical International, Inc., 1200 MacArthur Boulevard,
Mahwah, New Jersey 07430.

AMENDMENT TO CERTIFICATE OF INCORPORATION

Our Board of Directors and stockholders owning a majority of the
outstanding shares of our common stock have approved an amendment to our
Certificate of Incorporation to increase the aggregate number of authorized
shares of our common stock from 140 million to 340 million. The Certificate of
Incorporation presently authorizes the issuance of 140 million shares of common
stock and 10 million shares of preferred stock. No change is proposed in the
number of authorized shares of preferred stock.

TEXT OF AMENDMENT

The amendment would result in the text of the first paragraph of
Article 4, Section 1 of our Certificate of Incorporation reading in its entirety
as follows:

Section 1. Authorized Shares. The Corporation shall have authority to
issue two classes of shares to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares of capital
stock which the Corporation shall have authority to issue is THREE
HUNDRED FIFTY MILLION (350,000,000) shares, of which THREE HUNDRED
FORTY MILLION (340,000,000) shares shall be Common Stock, and TEN
MILLION (10,000,000) shares shall be Preferred Stock. Each share of
Common Stock shall have a par value of $0.000l, and each share of
Preferred Stock shall have a par value of $0.000l.

GENERAL EFFECT OF THE PROPOSED AMENDMENT AND REASONS FOR APPROVAL

Our Board of Directors unanimously recommended that we approve the
amendment for the following reasons:

Availability. Of our 140 million authorized shares of common stock,
66,410,598 were issued and outstanding as of the record date. As of the record
date, after taking into account

shares of Common Stock reserved for issuance under compensation plans and
outstanding warrants, approximately 25,762,000 of the 140 million shares
authorized in our Certificate of Incorporation remain available for issuance.

Future Issuances. There are no present agreements, understandings or
plans for the issuance of any of the additional shares that would be authorized
by the amendment. However, our Board of Directors believes the amendment is
advisable in order to maintain our financing and capital-raising flexibility in
today's competitive, fast-changing environment, and to have shares available for
use in employee benefit plans and other corporate purposes.

Adoption of the amendment would enable our Board of Directors from time
to time to issue additional shares of our common stock authorized by the
amendment for such purposes and such consideration as our Board of Directors may
approve without further approval of our stockholders, except as may be required
by law or the rules of any national securities exchange on which our shares of
common stock are at the time listed. As is true for shares presently authorized,
common stock authorized by the amendment may, when issued, have a dilutive
effect on the equity and voting power of existing holders of common stock.

There are no preemptive rights with respect to our common stock. The
additional authorized shares of common stock would have the identical powers,
preferences and rights as the shares now authorized. Under Delaware law,
stockholders will not have any dissenters' or appraisal rights in connection
with the amendment. The amendment will become effective upon the filing,
promptly after the expiration of the 20-day period commencing on the mailing of
this Information, of the Certificate of Amendment required by the General
Corporation Law of Delaware.

REASONS WE USED STOCKHOLDER CONSENT AS OPPOSED TO SOLICITATION OF STOCKHOLDER
APPROVAL VIA PROXY STATEMENT AND SPECIAL MEETING

The increase in our authorized shares of common stock requires an
amendment to our Certificate of Incorporation, which cannot proceed until
stockholder approval is obtained and effective. Stockholder approval could have
been obtained by us in one of two ways: (i) by the dissemination of a proxy
statement and subsequent majority vote in favor of the actions at a stockholders
meeting called for such purpose, or (ii) by a written consent of the holders of
a majority of our voting securities. However, the later method, while it
represents the requisite stockholder approval, is not deemed effective until 20
days after this information statement has been sent to all of our stockholders
giving them notice of and informing them of the actions approved by such
consent.

We determined that it would have been detrimental to our ability to
complete the amendment to solicit stockholder approval through the use of a
proxy statement because of the significant delay which would have occurred. We
therefore determined to obtain stockholder approval by written consent.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of our directors or officers or their associates have any
interest, direct or indirect, by security holdings or otherwise, in any of the
matters to be approved by the stockholders as described in this information
statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the U.S. Securities and Exchange Commission. You may read
and copy any reports, statements or other information we file at the Securities
and Exchange Commission's public reference room in Washington,

D.C. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. Our filings with the
Securities and Exchange Commission are also available to the public from
commercial document retrieval services and at the website maintained by the
Securities and Exchange Commission at "http://www.sec.gov."

You should rely only on the information contained or incorporated by
reference in this information statement. We have not authorized anyone to
provide you with information that is different from what is contained in this
information statement. This information statement is dated April 14, 2006. You
should not assume that the information contained in this information statement
is accurate as of any date other than that date, and the mailing of this
information statement to stockholders shall not create any implication to the
contrary.

Dated: April 14, 2006

By Order of the Board of Directors,

Michael R. Jorgensen
Chief Financial Officer