TN-K Energy Group Inc. – ‘8-K’ for 12/9/99

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        13     58K 
 2: EX-3.1      Articles of Incorporation                              2      8K 
 3: EX-4.1      Instruments Defining Rights of Security Holders       75    319K 
 4: EX-5.1      Opinion Re: Legality                                   3     15K 
 5: EX-5.2      Opinion Re: Legality                                   3     13K 
 6: EX-15.1     Letter Re: Unaudited Interim Financial Information     1      7K 
 7: EX-16.1     Letter Re: Change of Certifying Accountant             1      8K 
 8: EX-17.1     Letter Re: Director Resignation                        1      5K 
 9: EX-17.2     Letter Re: Director Resignation                        1      5K 
10: EX-17.3     Letter Re: Director Resignation                        1      5K 
11: EX-21.1     Subsidiaries of the Registrant                         1      5K 
12: EX-99.1     Additional Exhibits                                    4     20K 

8-K   —   Current Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                December 9, 1999
                                                --------------------------------

 McGLEN INTERNET GROUP, INC.
 formerly known as
 ADRENALIN INTERACTIVE, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                        0-27828                      13-3779546   
---------------                  ------------               ---------------     
(State or other                  (Commission                      (IRS Employer 
jurisdiction of                  File Number)                Identification No.)
incorporation)                                                                  

 18001 Skypark Circle, Suite B-C, Irvine, California 92614
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:      (949) 851-8078         
                                          --------------------

--------------------------------------------------------------------------------
 (Former name or former address, if changed since last report)

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Item 1.       Changes in Control of Registrant.                                 
-------       --------------------------------                                  

              (a) A change of control of  Registrant  occurred  on  December  3,
1999.  Control was acquired by Mike Chen,  George Lee and ACST Computers,  Inc.,
pursuant to the terms of the Agreement and Plan of Merger, dated April 28, 1999,
a  copy  of  which  is  incorporated  herein  by  this  reference  (the  "Merger
Agreement").  The new controlling  shareholders  exchange all of their shares of
McGlen Micro Inc.  ("McGlen") in exchange for 25,485,528  shares of common stock
of Registrant. The basis of control of the new controlling shareholders is their
control of the majority of outstanding shares of common stock of Registrant, the
election of the new Board of Directors,  which include  George Lee and Mike Chen
and the appointment of new executive officers of Registrant which include George
Lee as Secretary and Chief  Financial  Officer and Mike Chen as  President.  The
transaction was structured as a reverse  triangular merger which resulted in the
merger of  Registrant's  subsidiary,  Adrenalin  Acquisition  Corporation,  into
McGlen,  the terms of which were  agreed on April 28,  1999 and  consummated  on
December  2, 1999.  On the  effective  date of the merger,  the new  controlling
shareholders  beneficially owned  approximately 87% of the outstanding shares of
common stock of Registrant as set forth below and as more particularly described
in the merger proxy filed by Registrant on October 6, 1999.                     

                                        Percentage of Shares
  Controlling Person                  Beneficially Owned
  ------------------                  ------------------

George Lee                                  29.2%   
Mike Chen                                   28.05%  
ACST Computers, Inc.                        13.55%  

              The new controlling  shareholders  acquired  control of Registrant
from the Shareholders of Registrant and the former directors of Registrant,  Jay
Smith III, Edward MacKay and Robert Wilson, each of which were replaced with the
new board members at Registrant's annual meeting on November 11, 1999. A copy of
the Agreement  and Plan of Merger was filed  pursuant to  Registrant's  Form 8-K
filing in May 1999 and along with Registrant's  Proxy Statement filed on October
6, 1999. Registrant filed a copy of the Agreement of Merger as an exhibit to its
Form 8-K filed  December 8, 1999.  Copies of related  closing  documents  to the
merger,  including the Opinions of Counsel of counsel for McGlen and counsel for
Adrenalin, the proposed Separation Agreement for Jay Smith,  Registrant's former
CEO and  director,  and the Third  Amendment to the Agreement and Plan of Merger
are filed herewith as exhibits to this Form 8-K.                                

Item 2.       Acquisition and Disposition of Assets.                            
-------       -------------------------------------                             

              (a) Pursuant to the Merger Agreement, McGlen became a wholly owned
subsidiary of Registrant in a transaction in which all of the outstanding shares
of McGlen were acquired by Registrant  each in exchange for 0.9889611  shares of
common  stock of  Registrant  in a  transaction  in which a total of  25,485,528
shares of common stock of Registrant  were issued to the  shareholders of McGlen
Micro Inc.                                                                      

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              (b) The assets of McGlen  which were  acquired by  Registrant  are
described in the Financial  Statements attached to Registrant's Proxy Statement,
filed with the  Commission  on October 6, 1999 and  incorporated  herein by this
reference.   The  assets  include  the  business  of  McGlen  and  its  websites
McGlen.com,  Techsumer.com and  AccessMicro.com,  the subsidiary of McGlen,  AMT
Component, Inc. ("AMT") and the inventory, cash, furniture, fixtures, equipment,
intellectual  property  rights,   contracts,   personnel,   goodwill  and  other
intangible  assets and other assets of McGlen and its wholly  owned  subsidiary,
AMT and each of their  liabilities.  McGlen  and AMT are  e-Commerce  businesses
which sell computer  hardware,  software and peripherals  and other  electronics
over  the  Internet  to  consumers  and  to  businesses,  as  described  in  the
description of McGlen set forth in Registrant's Proxy Statement dated October 6,
1999. Registrant intends to continue to use the assets, including McGlen and AMT
as presently operated.                                                          

In December 1999, the Board of Directors of the Registrant adopted a formal plan
to  discontinue  the operations of Western  Technologies,  Inc.  ("Western"),  a
wholly owned subsidiary of Registrant.  Registrant anticipates fulfilling two of
the software  development  contract  obligations  currently  being  conducted by
Western during the first quarter of 2000. It is  anticipated  that the remaining
three  contracts  will be assigned to Western's Vice {resident of Operations for
completion,  releasing the Registrant  from any further  contractual  liability.
However,  the Registrant  would still be responsible  for any product  liability
issues that may arise from the two completed contracts.                         

As a  result,  Registrant  recorded  a Pro Forma  adjustment  of  $2,205,000  to
write-down  the assets of the former  company to their  estimated net realizable
value and an accrual of  $1,075,000  for  operating  losses during the phase-out
period.  No income tax  benefits  have been  allocated  to the write down or the
losses as there are no realizable  taxable benefits available to allocate to the
discontinued operations.                                                        

The net liabilities of the former company have been reclassified as discontinued
operations  on the balance  sheet and  statement of  operations  for all periods
presented.  Net  liabilities  principally  consist of advances on contracts  and
accrued  losses  during  the phase out  period.  Revenues  for the  discontinued
operations  were $2.7 million for the nine months ended September 30, 1999; $2.9
million  and  $2.8  million  for  the  years  ended  June  30,  1999  and  1998,
respectively.                                                                   

Item 4.       Changes in Registrant's Certified Accountant.                     
-------       --------------------------------------------                      

              (a) As  part  of its  proposed  change  of  control  described  in
Registrant's  Proxy Statement dated October 6, 1999,  Registrant's  shareholders
elected the accounting firm of Singer,  Lewak,  Greenbaum & Goldstein to replace
the  firm of  Drucker,  Math &  Whitman  as  Registrant's  accountants  upon the
occurrence of the change of control and completion of the merger.               

              The  former  accountants  did not  resign or  decline to stand for
reelection,  but were dismissed on November 11, 1999 to allow the appointment of
Singer, Lewak, the accountants for McGlen prior to the merger.                  

              Registrant's  former  principal   accountants,   Drucker,  Math  &
Whitman's audited financial reports stated  qualification  that Registrant might
not continue as a going concern. Such statement was unrelated to Drucker, Math &
Whitman's replacement.                                                          

              The decision to change accountants was recommended and approved by
the Board of Directors and Registrant's shareholders.                           

              Registrant  is not aware of any  disagreements  with  Registrant's
former  accountant during the past two most recent fiscal years on any matter of
accounting  principals or practices,  financial statement disclosure or auditing
scope or procedure.                                                             

              Registrant has provided the former  accountant  with a copy of the
disclosures  Registrant  is making in this 8-K in  response  to the  disclosures
required by Regulation  S-K, Item 304(a).  The former  accountant  has furnished
Registrant with a letter  addressed to the Commission  stating its agreement and
absence of any  disagreement  with the statements made by Registrant in response
to this Item. Registrant has filed herewith the former accountant's letter as an
exhibit to this Form 8-K.                                                       

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              (b)  In  January  2000,  a  decision  to  change  accountants  was
recommended  and  approved  by the Board of  Directors'  Audit  Committee  and a
majority of  Registrant's  shareholders,  electing  the  accounting  firm of BDO
Seidman,  LLP to replace Singer,  Lewak.  Singer,  Lewak did not resign but were
dismissed  to allow  Registrant  to  appoint  a  National  accounting  firm more
familiar with SEC reporting requirements.                                       

Item 5.       Other Events.                                                     
-------       ------------                                                      

              (a) On  December  8, 1999,  Registrant  closed on an  offering  of
common  stock for gross  proceeds  of  $750,000,  pursuant  to the Common  Stock
Purchase Agreement,  dated July 12, 1999, as described in Registrant's 8-K filed
July 12, 1999,  pursuant to which  Registrant  issued  138,090  shares of common
stock to Escalade Investors,  LLC, for $750,000 and a warrant to purchase 13,809
shares of  Registrant's  common  stock for  $6.171875  per share as described in
Section 1.2 and 2.2 of the Common Stock Purchase Agreement. The shares issued to
Escalade  Investors,  LLC,  were  registered  pursuant  to an  S-3  Registration
Statement on file with the Commission by Registrant.                            

              Registrant   completed  a  private   placement   of  common  stock
originally  initiated by McGlen prior to the completion of the merger  described
in Item 1 of this Form 8-K (the  "McGlen  Placement").  Pursuant to the terms of
the  McGlen  Placement,   Registrant   initially   received  gross  proceeds  of
$1,100,000,  upon  which it paid a  commission  of 10% to the  Placement  Agent,
Redstone  Securities,  Inc.  in the amount of  $100,000.  Registrant  will issue
subscribers in McGlen  Placement  0.9889611 shares of common stock of Registrant
in exchange for each share subscribed to under the McGlen Placement.            

              The foregoing  description of the terms of the Escalade  financing
are  qualified  entirely by the terms of the Common  Stock  Purchase  Agreement,
dated July 12, 1999,  between Registrant and Escalade  Investors,  LLC, which is
filed as an exhibit to Registrant's July 12, 1999 Form 8-K, and the terms of the
McGlen  Placement,  dated  September  30,  1999,  which is filed  herewith as an
exhibit.                                                                        

              The offering  sale of  securities  referred to herein has not been
registered under the Securities Act of 1933, as amended (the  "Securities  Act")
or qualified  under any state or non-U.S.  securities  laws. Such securities are
being offered and sold in reliance on the  exemptions  afforded by Regulation D,
promulgated  under the Securities  Act. The securities may not be transferred or
sold  without  registration  and  qualification  under  the  Securities  Act and
applicable  state  and  non-U.S.  securities  laws,  unless  an  exemption  from
registration  and  qualification  under  the  Securities  and such  laws is then
available.                                                                      

Item 6.  Resignation of Registrant's Directors.                                 
-------  --------------------------------------                                 

              Each of  Registrant's  former  directors:  Jay Smith  III;  Edward
MacKay;  and Robert Wilson,  has resigned pursuant to the terms of the Agreement
and Plan of Merger, however, Registrant is not aware of any disagreement between
resigning directors and Registrant.                                             

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Item 7.       Financial Statements and Exhibits.                                
-------       ----------------------------------                                

              The financial  statements,  pro forma  financial  information  and
exhibits thereto of McGlen Micro Inc., which was acquired by of the undersigned.

(a)   Financial statements of McGlen.               

(b) Pro forma financial information.                

(c)   Exhibits.                                     

              (3)   3.1  Amended   Certificate  of  Incorporation  of  Adrenalin
Interactive, Inc.             

              (4)   4.1  Private Placement  Memorandum of McGlen Micro Inc., and
                         related   Subscriber   Questionnaire  and  Subscription
Agreement.                    

(5) 5.1 Opinion of Counsel of Clark & Trevithick.   

    5.2 Opinion of Counsel of Boyd & Chang, LLP.

              (15) 15.1  Letter   Regarding    Unaudited    Interim    Financial
Statements.                   

        (16) 16.1  Letter Regarding Change in Certifying Accountant.

           (17) 17.1  Letter Regarding Director Resignation for Jay Smith.

                   17.2  Letter  Regarding   Director   Resignation  for  Robert
Wilson.                       

                   17.3  Letter  Regarding   Director   Resignation  for  Edward
Mackay.                       

(21) 21.1  List of Subsidiaries of Registrant.      

(99) 99.1  Press Release                            

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Item 8.       Change in registrant's Fiscal Year                                
-------       ----------------------------------                                

In connection  with the merger  between  Adrenalin  Interactive  Inc. and McGlen
Micro, Inc., Registrant will change its year-end to December 31. Registrant will
file its 1999 Form 10-K on or before March 30, 2000.                            

SIGNATURES
----------

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

                                         ADRENALIN INTERACTIVE, INC.

January __,1999                                By:/s/Mike Chen                  
                                                ----------------------------
                                        Mike Chen, President

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 McGlen Micro & Adrenalin Merger
 -------------------------------

Financial Statements
--------------------

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Unaudited Pro Forma Combined Balance Sheet                                      
As of September 30, 1999                                                        

                                                        [Enlarge/Download Table]


                                                                                    Proforma
                            McGlen & Sub   Adrenalin     Proforma      Proforma     Combined
                                Hist          Hist          Adj           Adj          Total
                            ----------    ----------    ----------   ----------   ----------
CURRENT ASSETS                                                                              
                                                                                            

Cash & cash equivalents        262,237       158,438 (b) 1,890,000                 2,152,237
                                                     (d)  (158,438)                         
Accounts receivable            981,581       229,559 (d)  (229,559)                  981,581
Inventory                      524,504                                               524,504
Loan Receivable McGlen                       450,000                   (450,000)        --  
Deferred Merger Costs                        136,694 (a)  (136,694)                     --  
Costs in excess of billing                   282,162 (d)  (282,162)                     --  
Prepaid expenses and other                                                                  
current assets                 502,188        98,717 (d)   (98,717)                  502,188
                            ----------    ----------    ----------   ----------   ----------
Total current assets         2,270,510     1,355,570       984,430     (450,000)   4,160,510
                            ----------    ----------    ----------   ----------   ----------

PROPERTY & EQUIPMENT           409,058       253,944 (e)  (253,944)                  409,058
                            ----------    ----------    ----------   ----------   ----------

OTHER ASSETS                                                                                

Deposits & Other assets         52,562        24,287 (e)   (24,287)                   52,562
Patents & licenses                --       2,090,419 (e)(2,090,419)                     --  
                            ----------    ----------    ----------   ----------   ----------

Total other assets              52,562     2,114,706    (2,114,706)                   52,562
                            ----------    ----------    ----------   ----------   ----------

TOTAL ASSETS                 2,732,130     3,724,220    (1,384,220)    (450,000)   4,622,130
                            ==========    ==========    ==========   ==========   ==========


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McGlen Micro & Adrenalin Merger                                                 
As of September 30, 1999                                                        

                                                        [Enlarge/Download Table]


                                                                                        Proforma  
                              McGlen & Sub   Adrenalin       Proforma       Proforma      Combined
                                  Hist          Hist           Adj            Adj           Total 
                              ----------    ----------      ----------    ----------    ----------
CURRENT LIABILITIES                                                                               
                                                                                                  
Accounts payable & accrued                                                                        
expenses                       1,651,196        532,691 (d)    (532,691)               1,651,196  
Billings in excess of costs                                                                       
& estimated earnings                  --         26,323 (d)     (26,323)                      --  
Notes and loans payable-                                                                          
current portion                       --        484,872 (d)    (484,872)                      --  
Due to stockholders               10,000             --              --                   10,000  
Convertible notes payable        200,000                                                 200,000  
Notes payable-Adrenalin          450,000                                  (450,000)           --  
                             -----------    -----------      ----------   --------    ----------  
Net current liabilities                                                                           
of discontinued operations                              (d)     138,316                           
                                                        (e)   1,075,000                1,213,316  
                             -----------    -----------      ----------   --------    ----------  
Total current liabilities      2,311,196      1,043,886         169,430   (450,000)    3,074,512  
                             -----------    -----------      ----------   --------    ----------  
Equipment Lease                  327,070         27,367 (e)     (27,367)                 327,070  
                             -----------    -----------      ----------   --------    ----------  
TOTAL LIABILITIES              2,638,266      1,071,253         142,063   (450,000)     3,401,582 
                             -----------    -----------      ----------   --------    ----------  

COMMITMENTS                                                                                       

STOCKHOLDER'S EQUITY                                                                              

Common stock                     266,733        106,180 (a)     859,846                  986,368  
                                                        (b)      20,343                           
                                                        (a)   (266,733)                           
Additional paid in capital       719,040     14,804,178 (a) (13,117,237)                 234,180  
                                                        (b)   1,869,657                           
                                                        (c)   (891,909)                           
                                                        (a)     266,733                           
                                                        (a)   (136,694)                           
                                                        (d,e)(3,279,589)                          
Retained earnings (deficit)     (891,909)   (12,257,391)(a)  12,257,391                       --  
                             -----------    -----------      ----------   --------    ----------  
                                                        (c)    891,909                            
                             -----------    -----------      ----------   --------    ----------  

Total stockholders' equity        93,864      2,652,967      (1,526,283)               1,220,548  
                             -----------    -----------      ----------   --------    ----------  

TOTAL LIABILITIES &                                                                               
STOCKHOLDERS' EQUITY           2,732,130      3,724,220      (1,384,220)  (450,000)    4,622,130  
                             ===========    ===========    ============  =========   ===========  

control                               --             --              --                       --  


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NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET                             
AS OF September 30, 1999                                                        

Note 1:                                                                         
       The unaudited pro-forma combined balance sheet is based on the individual
       consolidated  balance  sheets of McGlen Micro,  Inc. and its wholly owned
       subsidiary,  AMT  Components,  Inc.(collectively  McGlen),  and Adrenalin
       Interactive,  Inc.  (Adrenalin)  to reflect the merger between McGlen and
       Adrenalin,  accounted  for as a  reverse  merger  between  Adrenalin  and
       McGlen;  discontinuing  the software  development  operations  previously
       conducted by Western;  a private  placement of $750,000,  less $75,000 in
       fees, by Adrenalin  pursuant to a common stock purchase  agreement  which
       was  conditional on the closing of the reverse  merger,  and a $1,350,000
       private  placement by McGlen (net of fees of $135,000)  subsequent to the
   merger, as if the transactions had taken place on September 30, 1999.

       (a)  To reflect the  recapitalization of McGlen as a result of the merger
            between  McGlen  and  Adrenalin  accounted  for as a reverse  merger
between Adrenalin and McGlen.                           

       (b)  Assumed  sale of  678,090  shares of common  stock for  proceeds  of
            $1,890,000,  net of expenses of $210,000. In addition,  the investor
            in the  $750,000  private  placement  received a warrant to purchase
            additional  common  stock at an exercise  price equal to 125% of the
            closing bid price on the trading  day prior to such  funding,  which
            has not  been  included  in the pro  forma  adjustments.  This  same
            investor also  received  repricing a option on the stock issued upon
            closing of the merger and stock  issued by  Adrenalin  in July 1999.
            Registrant will issue 103,788  additional shares of common stock for
            two-thirds of the shares  subject to repricing.  Shares to be issued
            under the repricing agreement have not been included in the Weighted
Average Shares Outstanding at September 30, 1999.       

       (c)  S  Corporation   accumulated  deficit   reclassified  to  additional
paid-in-capital.                                        

       (d)  Reclassification  of realizable  net assets of software  development
         operations to Net Current Liabilities of Discontinued Operations.

       (e)  Charges  related  to the  discontinuance  of  Western's  operations,
            including $2,205,000  write-off of patents,  property and equipment,
            other  assets,  leases  payable,  and an accrual of  $1,075,000  for
            operating  losses from  9/30/99  through the  anticipated  phase out
period.                                                 

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                                                        [Enlarge/Download Table]


Unaudited Pro Forma Consolidated Condensed Statement of Operations                                                              
For The Nine Months Ended September 30, 1999                                                                                    

                         McGlen & Sub       Access                                 Adrenalin                                    
                             Hist            Micro       Proforma        Sub          Hist              Proforma       Combined 
                            Sep-99          Mar-99          Adj         Total        Sep-99               Adj            Total  
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 
Revenues:                                                                                                                       

                                                                                                                                
Net sales                16,582,546      1,885,468           --      18,468,014          --                 --       18,468,014 
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 

Development Contracts                                                               2,131,915   (d)   (2,131,915)          --   
Royalties                                                                             567,570   (d)     (567,570)          --   
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 
Total Revenue            16,582,546      1,885,468     18,468,014     2,699,485    (2,699,485)                       18,468,014 

Cost of sales            15,052,262      1,588,627           --      16,640,889     2,352,379   (d)   (2,352,379)    16,640,889 
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 

Gross profit              1,530,284        296,841           --       1,827,125       347,106   (d)     (347,106)     1,827,125 

Operating expenses        2,481,061        326,507           --       2,807,568     1,046,093   (d)  (1,046,093) (c)  2,807,568 
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 

Other expenses - write                                                                                                          
-off of goodwill               --             --             --            --      (1,610,071)  (d)    1,610,071           --   
                                                                                                     -----------    ----------- 

Loss from continuing                                                                                                            
operations before                                                                                                               
income taxes               (950,777)       (29,666)          --        (980,443)   (2,309,058)  (d)    2,309,058       (980,443)
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 

Provision for income                                                                                                            
taxes                                                                                                        --            --   

Loss from continuing                                                                                                            
operations                 (950,777)       (29,666)      (980,443)         --        (980,443)                                  
                         -----------    -----------   ------------  ------------  ------------       -----------     ---------- 

Discontinued Operations:                                                                                                        
 Loss from discontinued                                                                                                         
 Adrenalin software                                                                                                             
 development business                                                                                                           
(net or an income tax                                                                                                           
 benefit of $0)                                                                                 (d)   (2,309,058)    (2,309,058)

Loss on disposal of                                                                                                             
Adrenalin software                                                                                                              
development business,                                                                           (e)   (3,279,589)    (3,279,589)
including a provision                                                                                                           
of $1,075,000 for                                                                                                               
operating losses during                                                                              -----------    ----------- 
the phase out period                                                                                                            
(net of an income tax                                                                                                           
benefit of $0)                                                                                                                  

Loss from discontinued                                                                                                          
operations                                                                                            (5,588,647)    (5,588,647)
                                                                                                      ----------     -----------
Net loss                   (950,777)       (29,666)                    (980,443)         --           (5,588,647)    (6,569,090)
                         ===========     ==========   ============  ============  ============       ===========     ===========

Earnings per share :                                                                                                            

From Continuing                                                                                                                 
Operations                                                                                                                (0.03)
                         ===========     ==========   ============  ============  ============       ===========     ===========

Basic and Diluted              --                                                                           --            (0.20)
                         ===========     ==========   ============  ============  ============       ===========     ===========

Weighted Average Shares                                                                                                         
Outstanding :                                                                                                                   

Basic                                                                               3,043,823                     (a) 32,878,918
                         ===========     ==========   ============  ============  ============       ===========     ===========

Diluted                                                                             3,151,172                     (b) 33,009,580
                         ===========     ==========   ============  ============  ============       ===========     ===========


  11

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NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS         
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999                                    

Note 2 :                                                                        
           The Unaudited pro forma combined condensed statement of operations is
           based on the  individual  statements  of  McGlen  Micro,  Inc and its
           wholly  owned   subsidiary,   AMT   Components,   Inc  and  Adrenalin
           Interactive,  Inc. for the nine months ended September 30, 1999 after
           giving effect to the pro forma  adjustments  necessary to reflect the
           merger  described in Note 1 and the  acquisition  of AMT  components,
           Inc. by McGlen  Micro,  Inc. on March 31, 1999,  as if the merger and
acquisition had taken place on January 1, 1999.           

           (a)  Includes  estimated  number of  shares to be issued to  McGlen's
                stockholders  and  number of  shares to be issued in  connection
                with Registrant's  $2,100,000  private  placements (less fees of
$210,000) completed in December 1999..          

(b)  Includes options issued to McGlen shareholders       

  (c) Includes merger related expenses of $522,127 for McGlen.

           (d)  Reclassification  of  the  discontinued   software   development
operations of Western (see Note 1)              

           (e)  Write-off  of  net  assets  related  to  discontinued   software
                development operations,  $2,205,000, and recording of an accrual
                of $1,075,000 for estimated losses during the anticipated  phase
                out period.  No income tax benefits have been allocated to these
                losses since there are no realizable  tax benefits  available to
allocate to the discontinued operations.        

12    

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 EXHIBIT INDEX
 -------------

Exhibit Description Page
------------------------

                                                        [Enlarge/Download Table]


Exhibit                                                                                                 Page
-------                                                                                                 ----

                                                                                                            
(3)      3.1   Amended Certificate of Incorporation of Adrenalin Interactive, Inc. .......................16

(4)      4.1   Private Placement Memorandum of McGlen Micro Inc.,                                           
               and related Subscriber Questionnaire and Subscription Agreement............................18

(5)      5.1   Opinion of Counsel of Clark & Trevithick...................................................65

         5.2   Opinion of Counsel of Boyd & Chang, LLP....................................................68

(15)     15.1  Letter Regarding Unaudited Interim Financial Statements....................................71

(16)     16.1  Letter Regarding Change in Certifying Accountant...........................................72

(17)     17.1  Letter Regarding Director Resignation for Jay Smith........................................73

         17.2  Letter Regarding Director Resignation for Robert Wilson....................................74

         17.3  Letter Regarding Director Resignation for Edward Mackay....................................75

(21)     21.1  List of Subsidiaries of Registrant                                                         76

(99)     99.1  Press Release..............................................................................77


--------------------                                                            

(1)      Incorporated by reference to the corresponding Exhibit previously filed
as an Exhibit to Registrant's Form 8-K filed July 12, 1999.   

(2)      Incorporated by reference to the corresponding Exhibit previously filed
as an Exhibit to Registrant's Form 8-K filed December 8, 1999.

15

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/30/00		6
Filed on:		2/1/00
For Period End:		12/9/99		1
		12/8/99		2		13			8-K
		12/3/99		2
		12/2/99		2
		11/11/99		2		3			8-K,  DEF 14A
		10/6/99		2		3			DEF 14A
		9/30/99		3		12			10QSB
		7/12/99		4		13			8-K
		6/30/99		3					10KSB
		4/28/99		2					8-K
		3/31/99		12					10QSB
		1/1/99		12
		6/30/98		3					10KSB
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