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

                                  SCHEDULE 13G
                                (RULE 13d - 102)

             Information to be included in statements filed pursuant
           to Rules 13d-1(b), (c) and (d) and amendments thereto filed
                              pursuant to 13d-2(b)

                                (AMENDMENT NO. )*

                        DOBI Medical International, Inc.
                                (Name of Issuer)

                         Common Stock, par value $.0001
                         (Title of Class of Securities)

                                   256058 10 8
                                 (CUSIP Number)

                                 March 30, 2005
             (Date of Event which Requires Filing of this Statement)

                 Check the appropriate box to designate the rule
                    pursuant to which this Schedule is filed:

                                [ ] Rule 13d-1(b)
                                [x] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
     for any subsequent amendment containing information which would alter
                  disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
  to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
   but shall be subject to all other provisions of the Act (however, see the
                                    Notes).




1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Basso Private Opportunity Holding Fund Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,466,050

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,466,050

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,466,050

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             2.2%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Basso Capital Management, L.P.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,466,050

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,466,050

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,466,050

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             2.2%

12.     TYPE OF REPORTING PERSON*

             PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Basso Multi-Strategy Holding Fund Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             4,964,450

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             4,964,450

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             4,964,450

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             7.4%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Basso Asset Management, L.P.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             4,964,450

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             4,964,450

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             4,964,450

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             7.4%

12.     TYPE OF REPORTING PERSON*

             PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Basso GP, LLC

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             6,430,500

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             6,430,500

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             6,430,500

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.6%

12.     TYPE OF REPORTING PERSON*

             OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Howard I. Fischer

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             6,430,500

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             6,430,500

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             6,430,500

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.6%

12.     TYPE OF REPORTING PERSON*

             IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Philip Platek

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             6,430,500

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             6,430,500

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             6,430,500

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.6%

12.     TYPE OF REPORTING PERSON*

             IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             John Lepore

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             6,430,500

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             6,430,500

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             6,430,500

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.6%

12.     TYPE OF REPORTING PERSON*

             IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Dwight Nelson

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             6,430,500

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             6,430,500

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             6,430,500

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.6%

12.     TYPE OF REPORTING PERSON*

             IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


ITEM 1(a).      NAME OF ISSUER:

         DOBI Medical International, Inc. (the "Issuer")

ITEM 1(b).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

         1200 MacArthur Blvd.
         Mahwah, New Jersey  07430

ITEM 2(a).      NAME OF PERSON FILING:

The names of the  persons  filing this  statement  on  Schedule  13G are:  Basso
Private  Opportunity  Holding Fund Ltd.  ("Private  Opportunity  Holding Fund"),
Basso Capital Management,  L.P. ("BCM"),  Basso Multi-Strategy Holding Fund Ltd.
("Multi-Strategy Holding Fund"), Basso Asset Management, L.P. ("BAM"), Basso GP,
LLC ("Basso GP"), Howard Fischer,  Philip Platek, John Lepore and Dwight Nelson.
BCM is the investment  manager of Private  Opportunity  Holding Fund. BAM is the
investment  manager of  Multi-Strategy  Holding  Fund.  Basso GP is the  general
partner of each of BCM and BAM. The  controlling  persons of Basso GP are Howard
Fischer,  Philip  Platek,  John Lepore and Dwight  Nelson  (each a  "Controlling
Person and collectively, the "Controlling Persons").

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

     The  principal  business  address for each of BAM,  BCM,  Basso GP and each
Controlling  Person is 1266 East Main Street, 4th Floor,  Stamford,  Connecticut
06902.

     The principal  business address of  Multi-Strategy  Holding Fund is c/o M&C
Corporate  Services Limited,  PO Box 309GT,  Ugland House,  South Church Street,
George Town, Grand Cayman, Cayman Islands, British West Indies.

     The principal business address of Private  Opportunity  Holding Fund is c/o
BNY  Alternative  Investment  Services Ltd.,  Skandia  House,  18 Church Street,
Hamilton HM11, Bermuda.

ITEM 2(c).      CITIZENSHIP:

     Each of BCM and BAM is a limited  partnership  formed under the laws of the
State of Delaware.

     Basso GP is a limited  liability company formed under the laws of the State
of Delaware.

     Private  Opportunity  Holding  Fund is a company  formed  under the laws of
Bermuda.

     Multi-Strategy  Holding  Fund is a  company  formed  under  the laws of the
Cayman Islands.

     Each Controlling Person is a citizen of the United States.

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

       Common Stock, par value $.0001 per share (the "Common Stock")




ITEM 2(e).      CUSIP NUMBER:

         256058 10 8

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
                13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

        (a)     [ ] Broker or dealer registered under Section 15 of the
                    Exchange Act.

        (b)     [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.

        (c)     [ ] Insurance company defined in Section 3(a)(19) of the
                    Exchange Act.

        (d)     [ ] Investment company registered under Section 8 of the
                    Investment Company Act.

        (e)     [ ] An investment adviser in accordance with Rule
                    13d-1(b)(1)(ii)(E).

        (f)     [ ] An employee benefit plan or endowment fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F).

        (g)     [ ] A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G).

        (h)     [ ] A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act.

        (i)     [ ] A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act;

        (j)     [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

   If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

ITEM 4.         OWNERSHIP.

        Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

         (a)      Amount beneficially owned:

                  Private Opportunity Holding Fund beneficially owns 1,466,050
                  shares  of  Common  Stock   through  its  ownership  of  (i)
                  1,023,300   shares  of  Common  Stock,   and  (ii)  warrants
                  exercisable for 442,750 shares of Common Stock.




                  BCM,  as  the  investment  manager  of  Private  Opportunity
                  Holding  Fund, is deemed to  beneficially  own the 1,466,050
                  shares  of  Common  Stock   beneficially  owned  by  Private
                  Opportunity Holding Fund.

                  Multi-Strategy  Holding  Fund  beneficially  owns  4,964,450
                  shares  of  Common  Stock   through  its  ownership  of  (i)
                  3,482,200   shares  of  Common  Stock,   and  (ii)  warrants
                  exercisable for 1,482,250 shares of Common Stock.

                  BAM, as the  investment  manager of  Multi-Strategy  Holding
                  Fund, is deemed to beneficially  own the 4,964,450 shares of
                  Common Stock  beneficially  owned by Multi-Strategy  Holding
                  Fund.

                  Basso GP, as the general  partner of each of BAM and BCM, is
                  deemed to  beneficially  own the 6,430,500  shares of Common
                  Stock beneficially owned by BAM and BCM.

                  Each  Controlling  Person,  in his capacity as a controlling
                  person  of Basso  GP,  is  deemed  to  beneficially  own the
                  6,430,500 shares of Common Stock beneficially owned by Basso
                  GP.

                  Collectively,   the  Reporting   Persons   beneficially  own
                  6,430,500 shares of Common Stock.

(b)      Percent of Class:

                  Private  Opportunity  Holding  Fund's  and BCM's  beneficial
                  ownership  of 1,466,050  shares of Common  Stock  represents
                  2.2% of all the outstanding shares of Common Stock.

                  Multi-Strategy Holding Fund's and BAM's beneficial ownership
                  of 4,964,450  shares of Common Stock  represents 7.4% of all
                  the outstanding shares of Common Stock.

                  Basso  GP's  and  each   Controlling   Person's   beneficial
                  ownership  of 6,430,500  shares of Common  Stock  represents
                  9.6% of all the outstanding shares of Common Stock.

                  Collectively,   the  Reporting   Persons   beneficially  own
                  6,430,500  shares of Common Stock  representing  9.6% of all
                  the outstanding shares of Common Stock.

         (c)      Number of shares as to which such person has:

                (i) Sole power to vote or to direct the vote

                    Not applicable.

               (ii) Shared power to vote or to direct the vote of shares of
                    Common Stock:

                    Private  Opportunity  Holding Fund,  BCM,  Basso GP and each
                    Controlling  Person have the shared  power to vote or direct
                    the vote of 1,466,050 shares of Common Stock.

                    Multi-Strategy   Holding  Fund,   BAM,  Basso  GP  and  each
                    Controlling  Person have the shared  power to vote or direct
                    the vote of 4,964,450 shares of Common Stock.


              (iii) Sole power to dispose or to direct the  disposition of
                    shares of Common Stock:

                    Not applicable.

               (iv) Shared power to dispose or to direct the disposition of
                    shares of Common Stock:

                    Private  Opportunity  Holding Fund,  BCM,  Basso GP and each
                    Controlling  Person  have the shared  power to dispose or to
                    direct the disposition of 1,466,050 shares of Common Stock.

                    Multi-Strategy   Holding  Fund,   BAM,  Basso  GP  and  each
                    Controlling  Person  have the shared  power to dispose or to
                    direct the disposition of 4,964,450 shares of Common Stock.


ITEM 5.         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

ITEM 6.         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

                Not applicable.

ITEM 7.         IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                COMPANY.

                Not applicable.

ITEM 8.         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                See Exhibit B.

ITEM 9.         NOTICE OF DISSOLUTION OF GROUP.

                Not applicable.


ITEM 10.        CERTIFICATION.

By  signing  below the  undersigned  certifies  that,  to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.



                                   SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete, and correct.


Dated:  March 31, 2005       BASSO PRIVATE OPPORTUNITY HOLDING FUND LTD.


                             BASSO MULTI-STRATEGY HOLDING FUND LTD.


                             BASSO CAPITAL MANAGEMENT, L.P. ("BCM")


                             BASSO ASSET MANAGEMENT, L.P. ("BAM")

                                      By: Basso GP, LLC


                                           By: /s/ Howard Fischer
                                               -----------------------------
                                               Howard  Fischer,  as a member
                                               of Basso GP,  LLC,  as General
                                               Partner  of BCM (the  investment
                                               manager  of Basso  Private
                                               Opportunity  Holding Fund Ltd.)
                                               and BAM (the  investment manager
                                               of Basso Multi-Strategy Holding
                                               Fund Ltd.)



                             /s/ Howard Fischer
                             -------------------------------------
                             Howard Fischer, individually and
                             on behalf of Basso GP, LLC, as member

                             /s/ Philip Platek
                             -----------------
                             Philip Platek


                             /s/ John Lepore
                             ---------------
                             John Lepore


                             /s/ Dwight Nelson
                             ----------------
                             Dwight Nelson



                                    EXHIBIT A
                             JOINT FILING AGREEMENT

     The  undersigned  hereby  agree that the  statement  on  Schedule  13G with
respect to the Common Stock of DOBI Medical Investments,  Inc. dated as of March
31,  2005  is,  and  any  further  amendments  thereto  signed  by  each  of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.


Dated:  March 31, 2005       BASSO PRIVATE OPPORTUNITY HOLDING FUND LTD.


                             BASSO MULTI-STRATEGY HOLDING FUND LTD.


                             BASSO CAPITAL MANAGEMENT, L.P. ("BCM")


                             BASSO ASSET MANAGEMENT, L.P. ("BAM")

                                      By: Basso GP, LLC


                                           By: /s/ Howard Fischer
                                               -----------------------------
                                               Howard  Fischer,  as a member
                                               of Basso GP,  LLC,  as General
                                               Partner  of BCM (the  investment
                                               manager  of Basso  Private
                                               Opportunity  Holding Fund Ltd.)
                                               and BAM (the  investment manager
                                               of Basso Multi-Strategy Holding
                                               Fund Ltd.)



                             /s/ Howard Fischer
                             -------------------------------------
                             Howard Fischer, individually and
                             on behalf of Basso GP, LLC, as member

                             /s/ Philip Platek
                             -----------------
                             Philip Platek


                             /s/ John Lepore
                             ---------------
                             John Lepore


                             /s/ Dwight Nelson
                             -----------------
                             Dwight Nelson


                                    EXHIBIT B


Basso Private Opportunity Holding Fund Ltd.

Basso Multi-Strategy Holding Fund Ltd.

Basso Capital Management, L.P.

Basso GP, LLC

Basso Asset Management, L.P.

Howard Fischer

Philip Platek

John Lepore

Dwight Nelson