SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

~~Pursuant~~The toSecurities ~~Section~~Exchange ~~13 or 15(d)~~ Act of ~~the~~1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (date of ~~1934~~earliest event reported): January 5, 2004

~~(the~~MEDICAL ~~“Exchange Act”)~~DEVICE ALLIANCE INC.

~~Date of Report~~ (~~date~~Exact name of ~~earliest~~registrant ~~event reported):~~as ~~October~~specified ~~23,~~in ~~2003~~its charter)

Medical Device Alliance Inc.

Nevada

0-024979

88-0345058

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

~~(the~~5851 ~~“Company”)~~West Charleston

~~(Exact~~Las ~~Name~~Vegas, ofNevada ~~Registrant~~89146 ~~as Specified in its Charter)~~

Nevada		0-24979		88-0345058
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive offices, including zip code)

5851 West Charleston Boulevard, Las Vegas, Nevada 89146

(Address of Principal Executive Offices, Including Zip Code)

(702) 870-8663

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~ITEM~~Item 5: ~~OTHER~~Other ~~EVENTS~~Events ~~AND~~and ~~REQUIRED~~Required FD ~~DISCLOSURE~~Disclosure.

On January 5, 2004, the parties to the Agreement and Plan of Merger, dated as of October 23, 2003 (the “Merger Agreement”), by and among Medical Device Alliance Inc., a Nevada corporation (the “Company”), ArthroCare Corporation, a Delaware corporation (“~~Parent~~ArthroCare”), and Alpha Merger Sub Corporation, a Nevada corporation and wholly-owned subsidiary of ~~Parent~~ArthroCare (“Merger Sub”), entered into anAmendment ~~Agreement~~No. ~~and~~1 ~~Plan~~to ofthe Merger ~~(the~~Agreement (“~~Merger~~Amendment ~~Agreement~~No. 1”),. ~~which~~ A copy of Amendment No. 1 is attached hereto as Exhibit 2.1 and is incorporated by reference herein. Amendment ~~Pursuant~~No. to1, ~~the~~among ~~terms~~other ofthings, ~~the~~provides ~~Merger~~that ~~Agreement,~~(i) ~~and~~prior ~~subject~~ to ~~certain~~the ~~conditions~~effective ~~being~~time ~~satisfied~~of orthe ~~waived,~~merger of Merger Sub ~~will merge~~ with and into the Company (the “Merger”), ~~with~~each ~~the~~option ~~Company~~to ~~surviving~~purchase shares of the ~~Merger~~Company’s ascommon astock ~~wholly-owned~~with ~~subsidiary~~an ofexercise price ~~Parent.~~equal Atto ~~the~~or ~~effective~~greater ~~time~~than of$3.53 ~~the~~per ~~Merger~~share (the “~~Effective~~Cancelled ~~Time~~Options”), ~~each~~will ~~share~~be ofcancelled ~~Company Series B preferred stock (“Company Preferred Stock”) issued~~ and ~~outstanding prior to~~ the ~~Effective~~former ~~Time~~holders ~~shall~~thereof bewill ~~automatically~~have ~~converted~~no ~~into the~~ right to receive ~~$7.50~~any ~~per~~merger ~~share in cash~~consideration, ~~plus~~(ii) ~~one~~the ~~contingent~~consent ~~value~~of ~~right,~~the ~~which~~holders ~~represents~~of the ~~right~~Cancelled toOptions ~~receive certain payments relating~~ to ~~net~~cancel ~~revenue on~~ the ~~sale~~Cancelled ofOptions ~~certain~~is ofa ~~the~~condition ~~Company’s~~to ~~products~~ArthroCare ~~during~~and ~~the~~Merger ~~2005~~Sub ~~calendar~~completing ~~year~~the ~~(each~~Merger, ~~a “Preferred Stock Contingent Value Right”~~(iii). ~~Each~~the ~~share~~form of ~~Company~~Contingent ~~common~~Value ~~stock~~Rights ~~(“Company~~Agreement ~~Common Stock”) issued and outstanding immediately prior~~ to ~~the Effective Time shall~~ be ~~automatically~~entered ~~converted~~ into, ~~the~~by ~~right~~and toamong ~~receive~~the ~~approximately~~Company, ~~(a)~~ArthroCare, ~~$28.0~~Merger ~~million~~Sub, ~~plus~~a ~~(i)~~rights ~~the~~agent ~~aggregate~~and ~~exercise~~a stockholders’ ~~prices~~agent ofand ~~all~~attached ~~outstanding options~~ to ~~purchase~~the ~~shares~~Merger ofAgreement ~~Company~~as ~~Common Stock~~Attachment ~~(“Company~~A ~~Options”),~~is ~~plus~~deleted ~~(ii)~~in ~~the~~its ~~aggregate~~entirety ~~exercise~~and ~~prices~~replaced ofwith ~~all~~Attachment ~~outstanding~~B ~~options~~ to ~~purchase~~Amendment ~~shares of common stock of Parallax Medical, Inc~~No., a1 ~~Delaware corporation~~ (the “~~Parallax”)~~Revised ~~and~~Contingent aValue ~~majority-owned~~Rights ~~subsidiary of the Company (“Parallax Options~~Agreement”), ~~multiplied by 0.75, minus~~ (~~iii~~iv) the ~~total~~form ~~cash~~of ~~amount~~Amendment ~~paid~~ to ~~all of~~ the Certificate ~~holders~~ of ~~Company~~Designation ~~Preferred~~attached ~~Stock,~~to ~~minus~~the ~~(iv)~~Merger ~~certain~~Agreement ~~holdbacks~~as ~~more~~Attachment ~~fully~~E ~~set~~is ~~forth~~deleted in ~~the~~its ~~Merger~~entirety ~~Agreement~~ and ~~the~~replaced ~~Contingent Value~~with ~~Rights~~Attachment ~~Agreement,~~C ~~divided~~to byAmendment ~~(b)(i) all Parallax Options multiplied by 0~~No.75 1, ~~plus~~ (iiv) ~~the~~any ~~number~~reference ofto ~~shares~~the form of ~~Company~~Stockholder ~~Common~~Support ~~Stock~~Agreement ~~and~~for ~~Company~~Vegas ~~Options~~Ventures, ~~outstanding~~LLC asattached to of the ~~Effective~~Merger ~~Time,~~Agreement ~~plus~~as ~~(c)~~Attachment ~~one~~B-1 ~~contingent value right per common share, which represents~~ (the ~~right~~“Vegas toVentures ~~receive~~Support ~~certain~~Agreement”) ~~payments~~will ~~relating~~be to ~~cash held by~~ the ~~Company~~form as of ~~the~~Vegas ~~Effective~~Ventures ~~Time~~Support Agreement, ~~net~~as ~~revenue~~amended onby ~~the~~Amendment ~~sale~~No. of1 ~~certain~~to ofStockholder ~~the~~Support ~~Company’s~~Agreement ~~products~~by ~~during~~and ~~the~~among ~~2005~~ArthroCare, ~~calendar~~Merger ~~year~~ Sub and ~~certain~~Vegas ~~other~~Ventures, ~~matters~~LLC (~~each,~~the a “~~Common~~Amendment ~~Stock~~to ~~Contingent~~Vegas ~~Value~~Ventures ~~Right~~Support Agreement”). ~~The Common Stock Contingent Value Rights~~ and ~~Preferred Stock Contingent Value Rights~~ (~~collectively, the “Contingent Value Rights”~~vi) ~~are~~any ~~further~~reference ~~described~~to in the form of ~~Contingent~~Stockholder ~~Value Rights~~Support Agreement byfor ~~and~~the ~~among~~McGhan ~~Parent,~~Entities ~~the~~attached ~~Company,~~to the Merger ~~Sub~~Agreement ~~and~~as ~~specified~~Attachment ~~other~~B-2 ~~parties~~ (the “~~CVR~~McGhan Entities Support Agreement”), ~~which~~will isbe ~~attached~~to ~~hereto~~the asform ~~Exhibit~~of ~~2.2~~McGhan ~~and~~Entities ~~incorporated~~Support ~~by reference herein. The Merger~~ Agreement, ~~also~~as ~~provides~~amended ~~that~~by ~~the Company~~Amendment ~~will~~No. ~~obtain~~1 ~~all~~to ~~necessary~~Stockholder ~~consents~~Support ofAgreement ~~the~~by ~~holders~~and ofamong ~~all~~ArthroCare, ~~Company~~Merger ~~Options~~Sub and ~~all~~certain ~~Parallax~~stockholders ~~Options~~of tothe ~~cause such~~ Company ~~Options~~(the “Amendment ~~and~~to ~~Parallax~~McGhan ~~Options~~Entities toSupport beAgreement”). ~~validly~~A ~~exchanged~~copy ~~after~~of the ~~Effective~~Revised ~~Time~~Contingent ~~into~~Value ~~the~~Rights ~~right~~Agreement tois ~~receive~~attached ~~specified payments~~hereto ~~by Parent~~ as ~~more~~Exhibit ~~fully~~2.2 ~~set~~and ~~forth~~is inincorporated ~~the~~by ~~Merger~~reference ~~Agreement~~herein.

~~The~~Also ~~Company~~on January 5, 2004, ArthroCare and ~~Parent~~Merger ~~have~~Sub ~~also~~entered ~~agreed~~into ~~that~~the Amendment to Vegas Ventures Support Agreement with Vegas Ventures, inLLC and the ~~event~~Amendment to McGhan Entities Support Agreement with certain stockholders of the ~~Merger~~Company affiliated with Donald K. McGhan (the “McGhan Entities”). Pursuant to the Amendment to Vegas Ventures Support Agreement, isVegas ~~terminated~~Ventures, ~~under~~LLC ~~certain~~approved ~~circumstances~~Amendment No. 1, ~~one~~and ~~party~~Frank ~~may~~Bumstead, beas ~~obligated~~Managing Member of Vegas Ventures, LLC, approved the Revised Contingent Value Rights Agreement and agreed to ~~pay~~execute the ~~other~~Revised Contingent Value Rights Agreement as the stockholders’s ~~out-of-pocket~~agent ~~expenses~~thereunder. Pursuant to the Amendment to McGhan Entities Support Agreement, the McGhan Entities approved Amendment No. 1 and the ~~Company~~Revised ~~may~~Contingent beValue ~~required~~Rights toAgreement. ~~pay~~A copy of ~~specified~~the ~~termination~~Amendment ~~fees~~to Vegas Ventures Support Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference herein. A copy of the Amendment to McGhan Entities Support Agreement is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Parent has also entered into a Stockholder Support Agreement, dated as of October 23, 2003, with certain of the Company’s stockholders, including Vegas Ventures, LLC, pursuant to which Vegas Ventures, LLC granted Parent an irrevocable proxy to vote 1,202,619 of their shares of Company Common Stock in favor of adoption of the Merger Agreement and against certain other alternative proposals as more fully set forth therein. The Stockholder Support Agreement with Vegas Ventures, LLC is attached hereto as Exhibit 99.1 and incorporated by reference herein. Parent has also entered into a Stockholder Support Agreement, dated as of October 23, 2003, with certain other stockholders of the Company who are affiliated with Donald K. McGhan

(The foregoing description of Amendment No. 1, the ~~“McGhan~~Revised ~~Entities”)~~Contingent Value Rights Agreement, ~~pursuant~~the Amendment to ~~which~~Vegas ~~such~~Ventures ~~stockholders~~Support ~~granted~~Agreement ~~Parent~~and anthe ~~irrevocable~~Amendment ~~proxy~~ to ~~vote~~McGhan ~~their aggregate~~Entities ofSupport ~~2,150,391~~Agreement ~~shares~~does ofnot ~~Company~~purport ~~Common~~to ~~Stock~~be incomplete ~~favor~~and ofis ~~adoption~~qualified ofin ~~the~~its ~~Merger~~entirety ~~Agreement~~by ~~and~~reference ~~against~~to ~~certain~~Amendment ~~other~~No. ~~alternative~~1, ~~proposals~~the asRevised ~~more~~Contingent ~~fully~~Value ~~set~~Rights ~~forth~~Agreement, ~~therein.~~the Amendment ~~The~~to ~~Stockholder~~Vegas Ventures Support Agreement ~~with~~and the Amendment to McGhan Entities ~~is attached~~Support ~~hereto~~Agreement, aseach ~~Exhibit~~of ~~99.2~~which ~~and~~are ~~incorporated~~filed byas ~~reference~~exhibits ~~herein.~~to ~~The~~this ~~shares~~report. ~~held~~There bycan ~~Vegas~~be ~~Ventures,~~no ~~LLC~~assurance ~~and~~that the ~~McGhan~~transactions ~~Entities,~~contemplated ~~which~~by ~~are~~the ~~subject~~Merger toAgreement, ~~the~~as amended ~~irrevocable~~by ~~proxies~~Amendment ~~described~~No. ~~above~~1, ~~represent~~and ~~approximately~~the ~~45%~~Revised ofContingent ~~the~~Value ~~currently outstanding~~Rights ~~shares~~Agreement ofwill ~~the~~be ~~Company~~consummated.

In addition, Vegas Ventures, LLC, Jeffrey Barber and Howard Preissman have each entered into a Stockholder Waiver Agreement, dated as of October 23, 2003, whereby each generally agreed to waive any and all claims that they may have against the Company and Parent with respect to the operation of the Company’s business after the Effective Time as it relates to their right to receive payments under Contingent Value Rights. The form of Stockholder Waiver Agreement executed by each of Vegas Ventures, LLC, Jeffrey Barber and Howard Preissman is attached hereto as Exhibit 99.3 and incorporated by reference herein. The McGhan Entities have also entered into a Stockholder Waiver Agreement, dated as of October 23, 2003, whereby each generally agreed to waive any and all claims that they may have or had against the Company and Parent, including, but not limited to, the operation of the Company’s business after the Effective Time as it relates to their right to receive payments under Contingent Value Rights. The Stockholder Waiver Agreement executed by the McGhan Entities is attached hereto as Exhibit 99.4 and incorporated by reference herein.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the form of CVR Agreement, each Stockholder Support Agreement and each Stockholder Waiver Agreement (form or otherwise), which are filed as exhibits to this report. There can be no assurance that the transactions contemplated by the Merger Agreement and the CVR Agreement will be consummated.

On October 23, 2003, the Company and Parent also executed a Distribution Agreement (the “Distribution Agreement”) under which Parent will begin selling the Company’s products worldwide effective November 15, 2003 and will serve as the exclusive worldwide distributor for the Company’s products until the Distribution Agreement is (a) terminated (i) as a result of the termination of the Merger Agreement or (ii) with thirty (30) calendar days written notice from Parent to the Company to terminate the Distribution Agreement with or without cause; or (b) extended by mutual agreement of both Parent and the Company. The Distribution Agreement executed by Parent and the Company is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

ExhibitNo.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of ~~October~~January 235, ~~2003~~2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Medical Device Alliance Inc.
2.2		Form of Contingent Value Rights Agreement by and among ArthroCare Corporation, Alpha Merger Sub Corporation, Medical Device Alliance Inc., ~~and~~Wells ~~specified~~Fargo ~~other~~Bank, ~~parties~~N.A. and Frank Bumstead.
10.1		Distribution Agreement between ArthroCare Corporation and Medical Device Alliance Inc. made and entered into as of November 15, 2003.+
99.1		Amendment No. 1 to Stockholder Support Agreement, dated as of January 5, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Vegas Ventures, LLC.
99.1		Stockholder Support Agreement, dated as of October 23, 2003, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Vegas Ventures, LLC.
99.2		Amendment No. 1 to Stockholder Support Agreement, dated as of January 5, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Certain Stockholders of Medical Device Alliance Inc.
99.2		Stockholder Support Agreement, dated as of October 23, 2003, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and the McGhan Entities.
99.3		Form of Stockholder Waiver Agreement, dated as of October 23, 2003, by each of Vegas Ventures, LLC, Jeffrey Barber and Howard Preissman.
99.4		Stockholder Waiver Agreement, dated as of October 23, 2003, by the McGhan Entities.

+3 ~~Confidential treatment requested.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~MEDICAL DEVICE ALLIANCE INC.~~	MEDICAL DEVICE ALLIANCE INC.
By:	/s/ GEORGE C. SWARTS
Date: January 13, 2004	By:	/s/ George C. Swarts
(Print name and title of signing officer) George C. Swarts, Receiver Dated: October 31, 2003
		George C. Swarts
		Receiver
	By:	/s/ Jeffrey J. Barber
		Jeffrey J. Barber
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
ExhibitNo.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of ~~October~~January 235, ~~2003~~2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Medical Device Alliance Inc.
2.2		Form of Contingent Value Rights Agreement by and among ArthroCare Corporation, Alpha Merger Sub Corporation, Medical Device Alliance Inc., ~~and~~Wells ~~specified~~Fargo ~~other~~Bank, ~~parties~~N.A. and Frank Bumstead.
10.1		Distribution Agreement between ArthroCare Corporation and Medical Device Alliance Inc. made and entered into as of November 15, 2003.+
99.1		Amendment No. 1 to Stockholder Support Agreement, dated as of January 5, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Vegas Ventures, LLC.
99.1		Stockholder Support Agreement, dated as of October 23, 2003, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Vegas Ventures, LLC.
99.2		Amendment No. 1 to Stockholder Support Agreement, dated as of January 5, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and Certain Stockholders of Medical Device Alliance Inc.
99.2		Stockholder Support Agreement, dated as of October 23, 2003, by and among ArthroCare Corporation, Alpha Merger Sub Corporation and the McGhan Entities.
99.3		Form of Stockholder Waiver Agreement, dated as of October 23, 2003, by each of Vegas Ventures, LLC, Jeffrey Barber and Howard Preissman.
99.4		Stockholder Waiver Agreement, dated as of October 23, 2003, by the McGhan Entities.

+5 ~~Confidential treatment requested.~~

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